Exhibit 4.2


 


SPECIMEN CLASS A COMMON STOCK CERTIFICATE


 


	NUMBER	SHARES


 


FOLEY TRASIMENE ACQUISITION CORP. II

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK


 


SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP [●]


 


This Certifies that is the owner
of


 


FULLY PAID AND NON-ASSESSABLE SHARES
OF THE PAR VALUE OF $0.0001

EACH OF THE CLASS A COMMON STOCK OF

FOLEY TRASIMENE ACQUISITION CORP. II (THE “COMPANY”)


 


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

The Company will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination
by the date set forth in the Company’s second amended and restated certificate of incorporation, as the same may be amended
from time to time, all as more fully described in the Company’s final prospectus dated , 2020.

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

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


 


	Dated:	 	 	 	 	 
	 	 	 	 	 
	Chief Executive Officer	 	[Corporate Seal]
 Delaware	 	Chief Financial Officer  
	 	 	 	 	 
	 	 	 	 	 



 






     


     


    

 


FOLEY
TRASIMENE ACQUISITION CORP. II


 


The Company 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 Company 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 Company’s second amended and restated certificate of incorporation and all amendments thereto and resolutions of the
Company’s Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of
the Company), 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	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	 	under Uniform Gifts to
    Minors Act 
	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 


 


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


 


 






    2


     


    

 


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 Class A common stock represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to
transfer the said shares on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	        	 	 
	 	 	Shareholder
	 	 	 
	 	 	 
	 	 	 
	 	 	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 OR ANY SUCCESSOR
RULE).


 


In each
case, as more fully described in the Company’s final prospectus dated , 2020, 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 (i) the Company redeems the shares of Class A common stock sold in its initial public offering
and liquidates because it does not consummate an initial business combination by the date set forth in the Company’s second
amended and restated certificate of incorporation, (ii) the Company redeems the share of Class A common stock sold in its initial
public offering in connection with a stockholder vote to amend the Company’s second amended and restated certificate of
incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with
its initial business combination or to redeem 100% of the Class A common stock if it does not consummate an initial business combination
by the date set forth in the Company’s second amended and restated certificate of incorporation or (b) with respect to any
other provisions relating to the rights of holders of the Class A common stock or pre-initial business combination activity, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with
a tender offer (or proxy solicitation, solely in the event the Company 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.


 








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