FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Shah Dharmesh
2. Issuer Name and Ticker or Trading Symbol

HUBSPOT INC [ HUBS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

C/O HUBSPOT, INC., 25 FIRST STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2021
(Street)

CAMBRIDGE, MA 02141
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/16/2021  S(1)  409 D$503.91 (2)1563490 D  
Common Stock 2/16/2021  S(1)  91 D$504.86 (3)1563399 D  
Common Stock 2/16/2021  S(1)  500 D$506.17 (4)1562899 D  
Common Stock 2/16/2021  S(1)  424 D$507.93 (5)1562475 D  
Common Stock 2/16/2021  S(1)  600 D$508.86 (6)1561875 D  
Common Stock 2/16/2021  S(1)  200 D$509.83 (7)1561675 D  
Common Stock 2/16/2021  S(1)  600 D$511.19 (8)1561075 D  
Common Stock 2/16/2021  S(1)  300 D$511.98 (9)1560775 D  
Common Stock 2/16/2021  S(1)  300 D$513.37 (10)1560475 D  
Common Stock 2/16/2021  S(1)  2200 D$515.61 (11)1558275 D  
Common Stock 2/16/2021  S(1)  1700 D$516.53 (12)1556575 D  
Common Stock 2/16/2021  S(1)  2400 D$517.64 (13)1554175 D  
Common Stock 2/16/2021  S(1)  1300 D$518.74 (14)1552875 D  
Common Stock 2/16/2021  S(1)  300 D$520.42 (15)1552575 D  
Common Stock 2/16/2021  S(1)  100 D$521.66 1552475 D  
Common Stock 2/16/2021  S(1)  400 D$523.63 (16)1552075 D  
Common Stock 2/16/2021  S(1)  1000 D$524.89 (17)1551075 D  
Common Stock 2/16/2021  S(1)  2300 D$525.74 (18)1548775 D  
Common Stock 2/16/2021  S(1)  1876 D$526.81 (19)1546899 D  
Common Stock 2/16/2021  S(1)  2800 D$527.76 (20)1544099 D  
Common Stock 2/16/2021  S(1)  200 D$528.56 (21)1543899 D  
Common Stock         34000 I See footnote. (22)
Common Stock         26000 I See footnote. (23)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $503.68 to $504.60, inclusive.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $504.77 to $505.19, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $505.81 to $506.51, inclusive.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $507.62 to $508.13, inclusive.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $508.63 to $509.49, inclusive.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $509.73 to $509.94, inclusive.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $510.75 to $511.68, inclusive.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $511.89 to $512.33, inclusive.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $513.16 to $513.82, inclusive.
(11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $514.98 to $515.96, inclusive.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $516.12 to $517.08, inclusive.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $517.18 to $518.15, inclusive.
(14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $518.36 to $519.06, inclusive.
(15) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $520.00 to $520.64, inclusive.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $523.23 to $524.06, inclusive.
(17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $524.34 to $525.33, inclusive.
(18) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.34 to $526.26, inclusive.
(19) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.40 to $527.36, inclusive.
(20) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $527.43 to $528.33, inclusive.
(21) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.48 to $528.64, inclusive. The reporting person undertakes to provide to HubSpot, Inc., any security holder of HubSpot, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (21) herein.
(22) Shares held by the Polaris I Trust, for which Dharmesh Shah serves as trustee. The reporting person disclaims beneficial ownership of these securities in excess of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(23) Shares held by the Polaris II Trust, for which Dharmesh Shah serves as trustee. The reporting person disclaims beneficial ownership of these securities in excess of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Shah Dharmesh
C/O HUBSPOT, INC.
25 FIRST STREET, 2ND FLOOR
CAMBRIDGE, MA 02141
X
Chief Technology Officer

Signatures
/s/ John P. Kelleher, attorney-in-fact2/18/2021
**Signature of Reporting PersonDate

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