EX-4.1



 Exhibit 4.1 

NUMBER UNITS 
 U- 

SEE REVERSE FOR CERTAIN 
 DEFINITIONS 

CUSIP G6865N  129 

PACE HOLDINGS CORP. 

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE 

WARRANT TO PURCHASE ONE-THIRD OF ONE CLASS A ORDINARY SHARE 

THIS CERTIFIES
THAT                                         
    is the owner of                 Units. 
 Each Unit
(“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Pace Holdings Corp., a Cayman Islands exempted company (the
“Company”), and one (1) warrant (the “Warrant”). Each Warrant entitles the holder to purchase one-third (1/3) of one Ordinary Share (subject to adjustment) for one third of $11.50 per share
(subject to adjustment). Each Warrant will become exercisable on the later of (i) 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”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, 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
Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to             , 20    , unless Deutsche Bank
Securities Inc. and Citigroup Global Markets Inc. 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
            , 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. 
 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. 

 

					
	  
				  

	Director				Vice President








 Pace Holdings 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 shares 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 with full power of substitution in the premises. 

Dated              

 
  

  
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	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).

 In each case, as more fully described in the Company’s final prospectus dated
            , 2015, 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 Class A Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by
            , 20    , (ii) the Company redeems the Class A Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend
the Company’s amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the Class A Ordinary Shares if it does not consummate and initial business
combination by             , 20    , or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A Ordinary Shares in connection with
a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder 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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