EX-4.1





 Exhibit 4.1 

NUMBER UNITS 
 U- 
 SEE REVERSE FOR CERTAIN 

DEFINITIONS 
 CUSIP 

GS ACQUISITION HOLDINGS CORP II 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND 

ONE-QUARTER 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 (1) share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of GS Acquisition Holdings Corp II, a Delaware corporation (the
“Company”), and one-quarter (1/4) of one redeemable warrant (each whole warrant exercisable for one share of Class A common stock) (the “Warrant”). Each
whole Warrant entitles the holder to purchase one (1) share of Class A Common Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable on the
later of (i) thirty (30) days after the Company’s completion of an initial 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 shares of Class A Common Stock and Warrants comprising the Units represented by this certificate are
not transferable separately prior to                , 2020, unless Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. elect 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 its 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 One State
Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost. 

Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class A
Common Stock and Warrants comprising such Units. 
 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 signature of its duly authorized officers. 
  

					
	          
	  		  	  

	Secretary	  		  	Principal Executive Officer

  
  

 
  

GS ACQUISITION HOLDINGS 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)

 
 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 OF ASSIGNEE 
  

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

 
  
  

 
 _______________Units represented by the within
Certificate, and do(es) 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 whatsoever.


  
   

 












 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 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.