EX-4.2





 Exhibit 4.2 

NUMBER 
 NUMBER 

C 
 SHARES 

SEE REVERSE FOR 
 CERTAIN 

DEFINITIONS 
 CUSIP 

GS ACQUISITION HOLDINGS CORP II 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

CLASS A COMMON STOCK 
  

			
	 This Certifies that
            
	 	  

		
	 is the owner of
	 	  


 FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF
$0.0001 EACH OF 
 GS ACQUISITION HOLDINGS 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                  2022, or by such later date approved by the
Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, 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 facsimile signatures of its duly authorized officers. 
  

					
	Secretary	  	 [Corporate Seal]

Delaware
	  	Principal Executive Officer
	  
	  		  	  


 GS ACQUISITION HOLDINGS 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 amended and restated 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 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)

 
 Under Uniform Gifts to

Minors Act _____________

                          
(State)

	 TEN ENT
  
	 	 — 
	 	 as tenants by the entireties
  
	 		 	
	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. 

For value received, _______________hereby sell(s), assign(s) and transfer(s) 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(es) hereby irrevocably constitutes and appoints 
  
  

Attorney to transfer the said stock on the books of the within named Company 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 (OR ANY
SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). 












 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 Class A Common Stock sold in its initial public offering and liquidates
because it does not consummate an initial business combination by                , 2022, or by such later date approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares of Class A Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s
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
Class A Common Stock if it does not complete its initial business combination by                , 2022, or (B) with respect to any other provision relating to
the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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.