Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shah Dharmesh

(Last)

(First)

(Middle)

C/O HUBSPOT, INC.

2 CANAL PARK

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2024		S⁽¹⁾		1,116	D	$711.91⁽²⁾	1,322,029	D
Common Stock	12/10/2024		S⁽¹⁾		448	D	$713.41⁽³⁾	1,321,581	D
Common Stock	12/10/2024		S⁽¹⁾		510	D	$714.21⁽⁴⁾	1,321,071	D
Common Stock	12/10/2024		S⁽¹⁾		1,217	D	$715.76⁽⁵⁾	1,319,854	D
Common Stock	12/10/2024		S⁽¹⁾		882	D	$717.04⁽⁶⁾	1,318,972	D
Common Stock	12/10/2024		S⁽¹⁾		618	D	$718.9⁽⁷⁾	1,318,354	D
Common Stock	12/10/2024		S⁽¹⁾		2,010	D	$719.87⁽⁸⁾	1,316,344	D
Common Stock	12/10/2024		S⁽¹⁾		800	D	$720.8⁽⁹⁾	1,315,544	D
Common Stock	12/10/2024		S⁽¹⁾		900	D	$723.45⁽¹⁰⁾	1,314,644	D
Common Stock	12/10/2024		S⁽¹⁾		1,500	D	$726.32⁽¹¹⁾	1,313,144	D
Common Stock	12/10/2024		S⁽¹⁾		300	D	$727.06⁽¹²⁾	1,312,844	D
Common Stock	12/10/2024		S⁽¹⁾		900	D	$728.43⁽¹³⁾	1,311,944	D
Common Stock	12/10/2024		S⁽¹⁾		1,600	D	$729.16⁽¹⁴⁾	1,310,344	D
Common Stock	12/10/2024		S⁽¹⁾		1,200	D	$730.31⁽¹⁵⁾	1,309,144	D
Common Stock	12/10/2024		S⁽¹⁾		1,604	D	$731.38⁽¹⁶⁾	1,307,540	D
Common Stock	12/10/2024		S⁽¹⁾		2,469	D	$732.35⁽¹⁷⁾	1,305,071	D
Common Stock	12/10/2024		S⁽¹⁾		106	D	$732.99⁽¹⁸⁾	1,304,965	D
Common Stock	12/10/2024		S⁽¹⁾		500	D	$734.43⁽¹⁹⁾	1,304,465	D
Common Stock	12/10/2024		S⁽¹⁾		1,712	D	$735.75⁽²⁰⁾	1,302,753	D
Common Stock	12/10/2024		S⁽¹⁾		2,408	D	$736.63⁽²¹⁾	1,300,345	D
Common Stock	12/10/2024		S⁽¹⁾		300	D	$737.78⁽²²⁾	1,300,045	D
Common Stock	12/10/2024		S⁽¹⁾		1,100	D	$738.89⁽²³⁾	1,298,945	D
Common Stock	12/10/2024		S⁽¹⁾		700	D	$740.17⁽²⁴⁾	1,298,245	D
Common Stock	12/10/2024		S⁽¹⁾		100	D	$741.08	1,298,145	D
Common Stock	12/11/2024		G		1,068⁽²⁵⁾	D	$0	1,297,077	D
Common Stock								16,000	I	See Footnote.⁽²⁶⁾
Common Stock								11,000	I	See Footnote.⁽²⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction reported on this Form 4 was effected pursuant to a 10b5-1 trading plan adopted on 8/16/2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $711.50 to $712.47, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $713.00 to $713.84, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $714.05 to $714.58, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $715.51 to $716.27, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $716.51 to $717.48, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $718.48 to $719.38, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $719.65 to $720.41, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $720.80 to $720.81, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $722.91 to $723.78, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $725.65 to $726.55, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $726.77 to $727.65, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $727.84 to $728.67, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $728.87 to $729.81, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $729.88 to $730.70, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $730.94 to $731.91, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $731.98 to $732.92, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $732.99 to $733.00, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $734.07 to $734.84, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $735.24 to $736.14, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $736.27 to $737.00, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $737.52 to $737.93, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $738.66 to $739.18, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $739.72 to $740.56, 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 (24) herein.

25. Represents shares of the Issuer's common stock donated as a gift by the reporting person to the Humani Foundation, a charitable foundation. The reporting person is deemed to have voting and investment power over the shares of the Issuer's common stock held by the Humani Foundation, but has no pecuniary interest in these shares.

26. 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.

27. 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.

	/s/ Alyssa Harvey Dawson, attorney-in-fact	12/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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