Exhibit 4.2


 





	NUMBER

                                                              

                                  
        C
	 	 

         
	 	SHARES
	 	 	 	 	 
	 	 	CAPITOL
    ACQUISITION CORP. III  	 	 
	 	 	 	 	 
	 	 	INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE	 	 
	 	 	 	 	 
	 	 	COMMON
STOCK	 	 


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


	 	This Certifies that	 	CUSIP 14055M 106
	 	is
the owner of	 	 




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


 


CAPITOL
ACQUISITION CORP. III


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


The
Corporation will be forced to liquidate if it is unable to complete a business combination within the period of time as set forth
in the Corporation’s Certificate of Incorporation, as the same may be amended from time to time, all as more fully described
in the Corporation’s final prospectus dated _____, 2015

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

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


 


Dated:


 


	 	 	 
	 	 
	CHAIRMAN	SECRETARY
	 	 
	 	 





 






    1


     

    

 





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.


 


Capitol
Acquisition Corp. III


 


The
Corporation will furnish without charge to each stockholder 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 Corporation 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 providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary
of the Corporation), 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 Corporation 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 Certificate of Incorporation, as the same may be amended from time to time, or (ii)
if the holder(s) seeks to have his, her or its respective shares of Common Stock converted in connection with any proxy solicitation
undertaken by the Company in connection with an 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.