MORGAN STANLEY & CO. LLC
1585 Broadway
New York, New York 10036
October 6, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
| Re: | HubSpot, Inc. |
Acceleration Request for Registration Statement on Form S-1, as amended
File No. 333-198333
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”) in connection with the offering pursuant to the above-captioned Registration Statement, hereby join in the request of HubSpot, Inc. that the effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m. Eastern Time on October 8, 2014, or as soon thereafter as practicable. The undersigned, as representatives of the Underwriters, confirm that they are aware of their obligations under the Securities Act.
In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that between September 26, 2014 and the date hereof, copies of the preliminary prospectus dated September 26, 2014 were distributed as follows:
| To Whom Distributed |
Number of Copies |
|||
| Prospective Underwriters |
2,371 | |||
| Prospective Dealers |
10 | |||
| Institutional Investors |
1,874 | |||
| Others |
993 |
The undersigned, as representatives of the several Underwriters, have and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| J.P. MORGAN SECURITIES LLC As Representatives of the Several Underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Anatoliy Gliberman | |
| Name: | Anatoliy Gliberman | |
| Title: | Vice President | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Sanjay Jain | |
| Name: | Sanjay Jain | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request]