Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GSAM Holdings LLC

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]

(Last)

(First)

(Middle)

200 WEST STREET,

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

NEW YORK, NY 10282

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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	20,125,000	$ ⁽¹⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾
Employee Fund Interests	⁽³⁾	⁽³⁾	Class B common stock	1,325,000	$ ⁽¹⁾	I	See Footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GSAM Holdings LLC 200 WEST STREET NEW YORK, NY 10282	X	X
GS Sponsor II LLC C/O GS ACQUISITION HOLDINGS CORP II 200 WEST STREET NEW YORK, NY 10282	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		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:

*	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).
(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 Attorney 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.

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