Exhibit 4.2


 


	NUMBER C-	
 SHARES

                                                               SEE REVERSE FOR
 CERTAIN DEFINITIONS
 CUSIP [●]



 





CONYERS PARK III ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK

This Certifies that ___________________________is the owner of _______________

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

EACH OF THE CLASS A COMMON STOCK OF

CONYERS PARK III ACQUISITION CORP.

(THE “CORPORATION”)

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 redeem all of
its shares of Class A common stock if it is unable to complete a business combination by            , 2021, all as more fully described in the Corporation’s
prospectus

dated            , 2021.


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


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



 


 


	Dated:	 	 






 


	Secretary	 	[Corporate Seal]	 	Chief Financial Officer
	 	 	Delaware	 	 


 






     


     


    

 


CONYERS PARK III ACQUISITION CORP.


 


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 securities (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.
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.


 






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	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 the capital stock represented by the within Certificate, and does hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	Shareholder
	 	 


 



 


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:

                                                                                 

                                                                                By
	 
	 	 


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).










 






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In each case, as more fully described in the Corporation’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 the Corporation’s initial public offering only in the event that (i) the Corporation
redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial
business combination by            , 2021, (ii) the Corporation redeems the shares of Class A common stock sold in its initial public offering in
connection with a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation to modify the substance
or timing of the Corporation’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business
combination by                , 2021, or or which adversely affects the rights of holders of the Class A common stock or (iii) if the holder(s) seek(s)
to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation,
solely in the event the Corporation 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.


 


 


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