SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Agus Raanan A.

(Last)

(First)

(Middle)

C/O GS ACQUISITION HOLDINGS CORP II

200 WEST STREET

(Street)

NEW YORK

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)
	CHAIRMAN OF THE BOARD

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Fund Interests	⁽¹⁾	⁽¹⁾	Class B common stock	225,000	⁽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 225,000 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

	RAANAN A. AGUS, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for RAANAN A. AGUS, 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).
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