Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Halligan Brian
2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2014
3. Issuer Name and Ticker or Trading Symbol
HUBSPOT INC [HUBS]
(Last)
(First)
(Middle)
C/O HUBSPOT, INC., 25 FIRST STREET,, 2ND FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CAMBRIDGE, MA 02141
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 971,921 (1)
D
 
Common Stock 40,000 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (3) 03/09/2020 Common Stock 150,398 $ 1.53 D  
Stock Option (Right to Buy)   (4) 05/08/2022 Common Stock 133,333 $ 5.76 D  
Stock Option (Right to Buy)   (5) 05/08/2022 Common Stock 133,333 $ 5.76 D  
Stock Option (Right to Buy)   (6) 01/29/2024 Common Stock 15,000 $ 16.14 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Halligan Brian
C/O HUBSPOT, INC., 25 FIRST STREET,
2ND FLOOR
CAMBRIDGE, MA 02141
  X     See Remarks  

Signatures

/s/ John Kelleher, attorney-in-fact 10/08/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were issued pursuant to a Restricted Stock Agreement on June 7, 2007 and are fully vested.
(2) These shares were acquired pursuant to a restricted stock unit award under the Company's 2007 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. The restricted stock units vest over four (4) years beginning on January 1, 2014, at a rate of twenty-five percent (25%) after 12 months and in thirty-six (36) equal monthly installments thereafter.
(3) This stock option vests over four (4) years beginning on March 9, 2010, at a rate of twenty-five percent (25%) after 12 months, and in thirty-six (36) equal monthly installments thereafter.
(4) This stock option vests over four (4) years beginning on April 1, 2012, at a rate of twenty-five percent (25%) after 12 months, and in thirty-six (36) equal monthly installments thereafter.
(5) This stock option vests over five (5) years beginning on April 1, 2012, at a rate of twenty-five percent (25%) after 24 months, and in thirty-six (36) equal monthly installments thereafter.
(6) This stock option vests over four (4) years beginning on January 1, 2014, at a rate of twenty-five percent (25%) after 12 months, and in thirty-six (36) equal monthly installments thereafter.
 
Remarks:
Chief Executive Officer and Chairman
Exhibit 24.1: Limited Power of Attorney

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