Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS

U-


 


	SEE REVERSE FOR

CERTAIN

DEFINITIONS	Foley Trasimene Acquisition Corp. II	 


CUSIP [●]


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE

REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT


 


is the owner of Units.


 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Foley Trasimene Acquisition
Corp. II, a Delaware corporation (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant,
a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock
for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the
Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses (each a “Business Combination”), and (ii) twelve (12) months from
the closing of the Company’s initial public offering, and will expire unless exercised before [●] p.m., New York City
Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier
upon redemption or liquidation (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to , 2020, unless Credit Suisse Securities (USA) LLC and BofA Securities,
Inc. elect to allow earlier separate trading, subject to the Company’s filing with the Securities and Exchange Commission
of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional warrants
will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed by a Warrant
Agreement, dated as of [●], 2020, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent,
and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street,
30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


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


 


This certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signatures of
its duly authorized officers.


 


 


	By  	 	 
	 	Chief Financial Officer	 



 






     


     


    

 


Foley Trasimene Acquisition Corp. II


 


The Company will furnish
without charge to each unitholder who so requests, a statement of 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.


 


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.


 






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For value received, hereby sells, assigns
and transfers unto


 


 


	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 


 


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


 


Units represented by the within Certificate,
and do hereby irrevocably constitute and appoint Attorney to transfer the said Units on the books of the within named Company with
full power of substitution in the premises.


 


	Dated	 	 	 
	 	 	 	 
	 	 	 	Notice: 	The signature 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:	 
	 	 
	 	 
	 	 
	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 RULES).	 


 


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 the Company’s initial public offering only in the
event that (i) the Company redeems the shares of 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 shares of 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 redemption in connection with the Company’s initial business combination
or to redeem 100% of the 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 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 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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