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 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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1. Name and Address of Reporting Person * SKOK DAVID R   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MATRIX PARTNERS, 101 MAIN STREET, 17TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2016 (Street) CAMBRIDGE, MA 02142 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 05/23/2016   J(1)   750,000 D $ 0 761,347 I By Matrix Partners VIII, L.P. (2) Common Stock 05/23/2016   J(3)   413 D $ 0 421 I By Weston & Co., VIII, LLC (2) Common Stock 05/23/2016   J(3)   413 A $ 0 2,757 I By Matrix VIII US Management Co., LLC (2) Common Stock 05/23/2016   J(4)   3,406 A $ 0 6,163 I By Matrix VIII US Management Co., LLC (2) Common Stock 05/23/2016   J(5)   406 D $ 0 5,757 I By Matrix VIII US Management Co., LLC (2) Common Stock 05/23/2016   J(6)   15,445 A $ 0 26,450 D

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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 Underlying Securities (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SKOK DAVID R C/O MATRIX PARTNERS 101 MAIN STREET, 17TH FLOOR CAMBRIDGE, MA 02142	X

Signatures

/s/ David Skok		05/24/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents a pro-rata distribution by Matrix Partners VIII, L.P., without consideration, to its partners.
(2)	Mr. Skok is a Managing Member of Matrix VIII U.S. Management, Co., L.L.C., which is the general partner of Matrix Partners VIII, L.P. and the beneficial owner of the shares reported herein as being held of record by Weston & Co. VIII, LLC. Mr. Skok, by virtue of his management position in Matrix VIII U.S. Management Co., L.L.C., has sole voting and dispositive power with respect to these shares. Mr. Skok disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3)	Re-registration of shares by Weston & Co. VIII, LLC, without consideration, in the name of Matrix VIII U.S. Management Co., L.L.C., the beneficial owner of those shares.
(4)	Represents the shares received in connection with the pro-rata distribution by Matrix Partners VIII, L.P., without consideration to its partners.
(5)	Represents a pro-rata distribution by Matrix VIII US Management Co., LLC, without consideration, to its members.
(6)	Represents the shares received in connection with the pro rata distributions by Matrix Partners VIII, L.P. and Matrix VIII U.S. Management, Co., L.L.C., each without consideration, as described in this Form 4.

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