Exhibit 4.1


 


	NUMBER

                                                              

        U-                          
	 	 

         
	 	UNITS
	 	 	 	 	 
	SEE
    REVERSE FOR CERTAIN DEFINITIONS  	 	CAPITOL
    ACQUISITION CORP. III  	 	 







 


CUSIP
14055M 205


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE HALF OF ONE WARRANT


EACH
WHOLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK


 


THIS
CERTIFIES THAT                                                                                                                                                   
is the owner of ________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”),
of Capitol Acquisition Corp. III, a Delaware corporation (the “Company”), and one half of one warrant (the “Warrant(s)”).
Each whole Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per share (subject to adjustment).
Each Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (“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 (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to the 52nd day after the date of the prospectus relating
to the Company’s IPO, subject to earlier separation in the discretion of Citigroup Global Markets Inc. provided that the
Company has filed with the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited balance sheet
reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading
will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of _______, 2015, 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 17 Battery Place, 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
    of the Board	 Secretary
	 		
	 	 	 
	 	 	 







 



    


     

    







Capitol
Acquisition Corp. III


 


The
Company will furnish without charge to each stockholder 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.


  


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).