EX-4.1





 Exhibit 4.1 
  

			
	     NUMBER
  

U-__________
	  	UNITS
		
	 SEE REVERSE FOR

CERTAIN DEFINITIONS
	  	PIVOTAL INVESTMENT CORPORATION
III                                         
   

 CUSIP [______] 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND 

ONE-FIFTH OF ONE WARRANT 

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 Pivotal Investment Corporation III, a Delaware corporation (the “Company”), and one-fifth of one warrant (“Warrant”). Each whole Warrant entitles the
holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of an initial merger, capital stock exchange, asset
acquisition, or other similar business combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and
will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common Stock and Warrant(s) comprising the Unit(s)
represented by this certificate are not transferable separately until fifty-two days following the IPO, unless Citigroup Global Markets Inc. and Cantor Fitrzgerald & Co. inform the Company of their
decision to allow earlier separate trading, except that in no event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its
initial public offering and issued a press release announcing when such separate trading will begin. 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. 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 

 

							
	By	 	  

Chairman
	  	



	  	  

Secretary

		 		  	













 Pivotal Investment Corporation III 

The Company will furnish without charge to each shareholder 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	  		  		  	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. 

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 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
with respect to the common stock underlying this certificate 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.