EX-4.2





 Exhibit 4.2 
  

			
	            NUMBER	  	SHARES
		
	             C
	  	

 PIVOTAL INVESTMENT CORPORATION III 

INCORPORATED UNDER THE LAWS OF DELAWARE 

CLASS A COMMON STOCK 

SEE REVERSE FOR 
 CERTAIN
DEFINITIONS 
  

			
	This Certifies that	  	CUSIP [______]

 is the owner of 

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF

 PIVOTAL INVESTMENT CORPORATION III 

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 liquidate if it is unable to complete an initial business combination within the time period set forth in the Company’s Certificate of Incorporation, as the same may be amended from time to time. This certificate is
not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 

Dated: 
  

					
	  
      

CHAIRMAN
	 	



	  	  
      

SECRETARY














 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	  		  		  	under Uniform Gifts to Minors
		  	and not as tenants in common	  		  		  		  	Act ____________________
		  		  		  		  		  		  	                        (State)

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

Pivotal Investment Corporation III 
 The
Company will furnish without charge to each shareholder 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 Certificate of Incorporation and all amendments
thereto and resolutions of the Board of Directors (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. 

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)

	  

	
	                               
                                         
                                         
                                         
                                         
                                         
shares

 of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 

                         
                                         
                                         
                                         
                                         
                                        
Attorney 
 to transfer the said stock on the books of the within named Company will 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) SHOULD 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).

 The holder(s) of this certificate shall be entitled to receive a pro-rata portion of
the funds from the trust account only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in the Corporation’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial
business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.