Thomas R. Knott Form 3 GS Acquisition Holdings Corp II / Thomas R. Knott ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Knott Thomas R.

(Last) (First) (Middle)

C/O GS ACQUISITION HOLDINGS CORP II

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2020

3. Issuer Name and Ticker or Trading Symbol
GS Acquisition Holdings Corp II [ GSAH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, CFO and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Fund Interests	(1)	(1)	Class B Common Stock	900,000	(1)	D(1)

Explanation of Responses:

1. The reporting person holds certain limited liability interests (the "Employee Fund Interests") of GS Acquisition Holdings II Employee Participation LLC (the "Employee Participation Vehicle"), which is managed by a subsidiary of GSAM Holdings LLC. GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. The Employee Fund Interests entitle the reporting person to certain economic interests with respect to 900,000 shares of Class B common stock, par value $0.0001 per share, of GS Acquisition Holdings Corp II held by the Employee Participation Vehicle.

Remarks:

Exhibit 24.1 - Power of Attorney

	TOM KNOTT, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for TOM KNOTT, By: /s/ Judith Shandling, Compliance Officer	06/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.