Exhibit
4.1


 





	NUMBER	UNITS
	U-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
G2614K 102


 


D8
HOLDINGS CORP.


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT,


EACH
WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS
CERTIFIES THAT            is the owner of            
  Units of D8 Holdings Corp, a Cayman Islands exempted company (the “Company”), transferrable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary
Share”), of the Company and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) 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, share
exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses
(each a “Business Combination”), or (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 Ordinary Shares 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 (the “Warrant
Agreement”), 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


 







     


     


    


 


D8
Holdings Corp.


 


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

        (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 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 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             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 in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and
liquidates because it does not consummate an initial Business Combination within the time period set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, or (ii) if the holder(s)
properly redeem for cash his, her or its respective Ordinary Shares included in the Units represented by this certificate in connection
with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial
Business Combination) setting forth the details of a proposed initial Business Combination or (y) a shareholder vote to amend
the Company’s Amended and Restated Memorandum and Articles of Association (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 Ordinary
Shares if it does not consummate an initial Business Combination within the time set forth in the Company’s Amended and
Restated Memorandum and Articles of Association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, as the same may be amended from time to time. In no other circumstances shall
the holder(s) have any right or interest of any kind in or to the trust account.