Sec Form 4 Filing - GS Sponsor II LLC @ GS Acquisition Holdings Corp II - 2020-08-13

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GS Sponsor II 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) C/O GS ACQUISITION HOLDINGS CORP II, 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2020 (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 Sponsor LLC Interest ( 1 ) 08/13/2020 J( 1 ) 140,000 ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 140,000 $ 0 17,425,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GS Sponsor II LLC C/O GS ACQUISITION HOLDINGS CORP II 200 WEST STREET NEW YORK, NY10282 X X GSAM Holdings LLC 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, Compliance Officer 08/14/2020 Signature of Reporting Person Date GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer 08/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )GS Sponsor II LLC (the "Sponsor") has issued certain limited liability interests (the "Sponsor LLC Interests") to certain individuals associated with GS Acquisition Holdings Corp II (the "Issuer"). The Sponsor LLC Interests entitle the reporting person to certain economic interests with respect to an aggregate of 140,000 shares of Class B common stock, par value $0.0001 per share held by the Sponsor. GSAM Holdings LLC is the managing member of the Sponsor. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor but disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Remarks: Raanan 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).

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.