Exhibit 4.1

 



COMMON STOCK   COMMON STOCK SHARES CB Carbon Black, Inc. INCORPORATED UNDER THE LAWS OF THE   STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 981558 10 9 THIS   CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON   STOCK, $0.001 PAR VALUE PER SHARE, OF Carbon Black, Inc. (hereinafter called   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 and the shares represented hereby, are issued and shall be   held subject to all of the provisions of the Certificate of Incorporation, as   amended, and the By-Laws, as amended, of the Company (copies of which are on   file with the Company and with the Transfer Agent), to all of which each   holder, by acceptance hereof, assents. This certificate is not valid until   countersigned and registered by the Transfer Agent and Registrar. Witness the   facsimile seal of the Company and facsimile signatures of its duly authorized   officers. Dated: SEAL December 19, 2002 SECRETARY PRESIDENT COUNTERSIGNED AND   REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (Brooklyn, NY)   TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE 


    




 










Carbon Black,   Inc. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO   REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,   PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE   COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH   PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND   LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF   INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF   DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO   DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE   OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF   DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR   HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS   TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST   THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.   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 TEN ENT JT TEN – as   tenants in common – as tenants by the entireties – as joint tenants with   right of survivorship and not as tenants in common UNIF GIFT MIN ACT–   Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) UNIF TRF   MIN ACT– Custodian (until age ) (Cust) under Uniform Transfers to Minors Act   (Minor) (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) Shares of the   common stock represented by the within Certificate, and do hereby irrevocably   constitute and appoint Attorney to transfer the said stock on the books of   the within-named Company with full power of substitution in the premises.   Dated THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS   WRITTEN UPON THE FACE OF NOTICE: 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.