Exhibit 4.1


 


	NUMBER

U-	UNITS


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP [●]


 


CONYERS PARK III ACQUISITION CORP.


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND ONE-FOURTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


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 Conyers
Park III Acquisition Corp., a Delaware corporation (the “Company”), and one-fifth (1/5) of one warrant (a “Warrant”).
Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject
to adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a
“Business Combination”), and will expire unless exercised before 5:00 p.m., New York City Time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation
(the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to                 , 2021, unless Deutsche Bank Securities Inc. and Goldman, Sachs & Co. elect to allow separate
trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and issuing a press release announcing
when 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.


 


This certificate shall be
governed by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature
of its duly authorized officers.


 


	 	 	 
	Secretary	 	Chief Financial Officer


 






     


     


    

 


Conyers Park III Acquisition Corp.


 


The Company will furnish without
charge to each unitholder 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 valu received, ________________ hereby sells,
assigns and transfers 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 does hereby irrevocably constitute and appoint__________________________Attorney to transfer
the said Units on the books of the within named Company with 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) 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 (OR ANY SUCCESSOR RULE).


In each case, as more fully described in the Company’s
final prospectus dated          , 2021, 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 its initial public offering only in the event that (i) the Company redeems the shares
of Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by            ,
2021, (ii) the Company redeems the shares of Common Stock sold in its initial public offering in connection with a stockholder vote to
amend the Company’s amended and restated certificate of incorporation 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          , 2021 or which adversely affects the
rights of holders of the Common Stock, 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.