Sec Form 3 Filing - GSAM Holdings LLC @ GS Acquisition Holdings Corp II - 2020-06-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GSAM Holdings LLC 2. Issuer Name and Ticker or Trading Symbol GS Acquisition Holdings Corp II [ GSAH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET, 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2020 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 20,125,000 I See Footnotes ( 1 ) ( 2 ) Employee Fund Interests ( 1 ) ( 3 ) ( 3 ) Class B common stock 1,325,000 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GSAM Holdings LLC 200 WEST STREET NEW YORK, NY10282 X X GS Sponsor II LLC C/O GS ACQUISITION HOLDINGS CORP II 200 WEST STREET NEW YORK, NY10282 X X Signatures GS SPONSOR II LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS SPONSOR II LLC, By: /s/ Judith Shandling, ComplianceOfficer 06/29/2020 Signature of Reporting Person Date GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer 06/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date, as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-239096). ( 2 )GS Sponsor II LLC (the "Sponsor") directly owns 18,800,000 shares of Class B Common Stock, including 2,625,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full their option to purchase additional units. GSAM Holdings LLC is the managing member of the Sponsor. GS Acquisition Holdings II Employee Participation LLC (the "Employee Participation Vehicle") is managed by a subsidiary of GSAM Holdings LLC and directly owns 1,325,000 shares of Class B Common Stock. GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Employee Participation Vehicle but disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. ( 3 )The Employee Participation Vehicle has issued certain limited liability interests (the "Employee Fund Interests") to certain individuals associated with GSAM Holdings LLC, including certain individuals associated with the Issuer. The Employee Fund Interests entitle the holders thereof to certain economic interests with respect to the Class B Common Stock held by the Employee Participation Vehicle.

Remarks: Exhibit 24.1 -- Power of AttorneyRaanan A. Agus and Tom Knott, each a Managing Director at The Goldman Sachs Group, Inc., the direct parent of GSAM Holdings LLC and the indirect parent of the Sponsor, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of GSAM Holdings LLC and the Sponsor may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Agus and Mr. Knott's service on the Issuer's board of directors.

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 4(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).

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