NUMBER

            	
              Exhibit 4.1

            
	
              U-

            	
              UNITS

            


    

     

    SEE REVERSE FOR CERTAIN DEFINITIONS

    CUSIP [●]

    LONGVIEW ACQUISITION CORP. II

    

    

    UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH 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 (“Common Stock”), of Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and
      one-fifth (1/5) of one redeemable 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 whole Warrant will become exercisable 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 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 Common Stock and Warrants comprising the Units represented by this certificate are
      not transferable separately prior to                  , 2021 unless UBS Securities LLC  and Cowen and Company, LLC 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 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                  , 2021, 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.

    

    

    Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the shares of 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

          	 	
            Chief Financial Officer

          
	 	 	 
	 	 	 
	
            Transfer Agent

          	 	 


    

    

    
      
        


    

    
    

    

    Longview 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

          
	
            TEN ENT

          	
            —

          	
            as tenants by the entireties

          	 	 	
            (Cust)

          	 	
            (Minor)

          
	
            JT TEN

          	
            —

          	
            as joint tenants with right of survivorship and not as tenants in common

          	 	 	
            under Uniform Gifts to Minors Act

          
	 	 	 	 	 	
            (State)

          


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

    

    

    
      2

      
        


    

    

    

    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 does 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 SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE).

             

          


    In each case, as more fully described in the Company’s final prospectus dated                  , 2021, 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 its 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 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
      amended and restated certificate of incorporation to (A) 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 date set forth in the Company’s
      amended and restated certificate of incorporation or (B) with respect to any other provision 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.

    
      


  

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