Exhibit 4.2


 


NUMBER


	 	NUMBER
	 	
        C 

        SHARES

	 	SEE REVERSE FOR
	 	CERTAIN DEFINITIONS
	 	CUSIP 42588J 100


 


HENNESSY CAPITAL ACQUISITION CORP.
II 


INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE


 COMMON STOCK


 


This Certifies that                    
                                         
                                         
                                         
           


 


is the owner of                    
                                         
                                         
                                         
                


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$.0001 EACH OF THE COMMON STOCK OF


 


HENNESSY CAPITAL ACQUISITION CORP.
II


(THE “CORPORATION”)


 


transferable on the books of the Corporation in person or
by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation will be forced to redeem all of its shares
of common stock if it is unable to complete a business combination by ___________, 20___ or as more fully described in the Corporation’s
final prospectus dated             , 2015.


 


This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.


 


Witness the seal of the Corporation
and the facsimile signatures of its duly authorized officers.


 


	 	[Corporate Seal]	 
	


        Secretary
	
        Delaware
	


        President



 








 






    	 



    	 



    

 


HENNESSY CAPITAL ACQUISITION CORP. II


 


The Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate
of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies
of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof
assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations:


 


	TEN COM	— 	as tenants in common	UNIF GIFT MIN ACT	—	                 Custodian                 
	TEN ENT	— 	as tenants by the entireties	 	 	    (Cust)                       (Minor)
	JT TEN	— 	as joint tenants with right 	 	 	Under Uniform Gifts to Minors
	 	 	of survivorship and not as tenants in common	 	 
	 	 	 Act	 	 
	 	 	 	 	 	(State)




 


Additional abbreviations may also be
used though not in the above list.


 


For value received,                                       
  hereby sells, assigns and transfers unto


 


 





 



(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S)
OF ASSIGNEE(S))


 


 





 



(PLEASE PRINT OR TYPEWRITE NAME(S) AND
ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


 


 



 


 





 



 


 





 






 


Shares of the capital stock represented
by the within Certificate, and do hereby irrevocably constitutes and appoints


 


 





 








Attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the premises.


 


Dated:


 





 



NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


 






    	 



    	 



    

 


Signature(s) Guaranteed:


By







 





 



THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


In each case, as more fully described in the Corporation’s
final prospectus dated             , 2015, the holder(s) of this certificate
shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial
public offering only in the event that the Corporation redeems the shares of common stock sold in its initial public offering and
liquidates because it does not consummate an initial business combination by __________, 20__ or if the holder(s) seek(s) to redeem
for cash his, her or its respective shares of common stock in connection with a tender offer (or proxy solicitation, solely in
the event the Corporation seeks stockholder approval of the proposed initial business combination) setting forth the details of
a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in
or to the trust account.