EX-4.1





 Exhibit 4.1 
  

					
	 NUMBER
	  	 	UNITS	 
	 U
	  			

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP             

DMY TECHNOLOGY GROUP, INC. II 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH
WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK 
 THIS CERTIFIES THAT is the owner of Units. 

Each Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and one-third of one redeemable warrant (the “Warrant”). Each
whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole 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 5:00 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 UBS Securities LLC elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an
audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s 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. 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 registered by the 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 signature of a duly authorized
signatory of the Company. 
  

							
		 	  
 Authorized Signatory
	  		  	  
 Transfer Agent














 dMY Technology Group, Inc. 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 equity 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

TEN ENT   —  as tenants by the entireties

JT TEN       —   as joint tenants with right of

survivorship and not as
 tenants in
common
	  	UNIF GIFT MIN ACT	  	 Custodian

(Cust)
                                         
       (Minor)
  
 under Uniform Gifts to Minors
Act
  
 (State)


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

For value received, hereby sell, assign and transfer unto 

(PLEASE INSERT SOCIAL SECURITY OR OTHER DENTIFYING 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
	 	

 As more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its
initial public offering 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 the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date set forth (the “Last Date”) in
the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering properly submitted
in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with
respect to any other material provisions relating to stockholders’ rights 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.