EX-4.1





 Exhibit 4.1 

NUMBER UNITS 
 U- 

SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP [●] 
 PERSHING SQUARE
TONTINE HOLDINGS, LTD. 
 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-NINTH OF
ONE 
 WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK AND A CONTINGENT RIGHT TO RECEIVE ADDITIONAL WARRANTS 

THIS CERTIFIES THAT 
 is the owner of 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-NINTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A
COMMON STOCK, AND A CONTINGENT RIGHT TO RECEIVE ADDITIONAL WARRANTS. 
 Each Unit (“Unit”) consists of one (1) share of Class A
common stock, par value $0.0001 per share (“Common Stock”), of Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), one-ninth (1/9) of one
redeemable warrant (each whole warrant, a “Detachable Redeemable Warrant”) and the right to receive an additional amount of redeemable warrants (each whole such warrant, a “Distributable Tontine Redeemable Warrant,”
and together with the Detachable Redeemable Warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $23.00 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 Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to , 2020, unless Citigroup Global Markets Inc., Jefferies LLC and UBS Securities LLC elect to allow earlier separate trading, 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. Each share of Common Stock included in this Unit that is not redeemed by the holder thereof will have the right to receive that number of Distributable Tontine Redeemable Warrants equal to two-ninths of the aggregate
number of Units issued in the Company’s initial public offering (including pursuant to any exercise of the underwriters’ over-allotment option) divided by the number of shares of Common Stock underlying the Units that are outstanding
immediately after the redemption of such shares in connection with the Company’s initial Business Combination, and such right shall not be transferable separately from such share of Common Stock at any time. The terms of the Warrants are
governed by a Warrant Agreement, dated as of ___________, 2020, 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 One State Street, 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. 

 

					
	  
	 		  	  

	Corporate Secretary	 	        	  	Chief Executive Officer













 Pershing Square Tontine Holdings, Ltd. 

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)
	  	under Uniform Gifts to Minors Act
	JT TEN	  	— as joint tenants with right of	  	            
		  	 survivorship and not as tenants in
	  	(State)
		  	 common
	  		  	

  
 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 the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints _______________ Attorney to transfer
the said stock on the books of the within named Corporation 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: 

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). 
 In each case, as more fully described in the Company’s final prospectus 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 Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by _____________, 2022 (or by , 2023, if such period is extended
pursuant to the Company’s Amended and Restated Certificate of Incorporation as in effect at such time), (ii) the Company redeems the shares of Class A 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 

  
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obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by , 2022 (or by ___________, 2023, if such period is extended pursuant to the
Company’s Amended and Restated Certificate of Incorporation as in effect at such time), 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 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. 

  
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