EX-4.2





 Exhibit 4.2 

SHARES 
 NUMBER 

C- 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP 
 DMY TECHNOLOGY
GROUP, INC. III 
 CLASS A COMMON STOCK 

THIS CERTIFIES THAT                is the owner
of                fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the
“Common Stock”), of dMY Technology Group, Inc. III, a Delaware corporation (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. 
 This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar
of the Company. 
 Witness the facsimile signature of a duly authorized signatory of the Company. 

 

					
	  
	 		 	  

	Authorized Signatory	 		 	Transfer Agent













 DMY TECHNOLOGY GROUP, INC. 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 equity 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 Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities
(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. 

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—	  	 ______

(Cust)
	  	 Custodian
	  	 ________

(Minor)

	TEN ENT —	  	as tenants by the entireties	  		  		  		  	
	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 sells, assigns and transfers
unto 
 (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF 

ASSIGNEE(S)) 
 shares of Common
Stock represented by the within Certificate, and hereby irrevocably constitutes 
 and appoints 

Attorney to transfer the said shares of Common Stock on the books of the within named Company with full power of substitution in the premises.
Dated: 
  

					
		 		 	  

		 		 	Notice: The signature(s) 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 S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE	  	
	ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	  	

 As more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its
initial public offering dated                , 2020, 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 the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not
consummate an initial business combination by the date set forth (the “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the
Company redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder vote to amend the Charter to 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 Last Date or with respect to any other material provisions 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.