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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/22 Masterworks 004, LLC 1-U:1 5/19/22 2:122K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 1-U Current Report HTML 15K 2: EX1SA-6 MAT CTRCT Material Contract HTML 51K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
Date of Report: (Date of earliest event reported)
MASTERWORKS 004, LLC
(Exact name of issuer as specified in its charter)
| Delaware | 84-3288997 | |
| State of other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization | Identification No.) |
225 LIBERTY ST., 29th Floor, New York, NY, 10281
(Full mailing address of principal executive offices)
(203) 518-5172
(Issuer’s telephone number, including area code)
(Issuer’s website)
Class A Ordinary Shares
(Securities issued pursuant to Regulation A)
C:
Item 1. Fundamental Changes
On May 5, 2022, Masterworks 004, LLC, a Delaware limited liability company (the “Company”) and the 004 Segregated Portfolio of Masterworks Cayman, SPC agreed to consign the sole painting owned by the Company created by Jonas Wood (the “Painting”) to an unaffiliated auction house (the “Consignee”), pursuant to a private sale agreement (the “Consignment Agreement”). A copy of the Consignment Agreement is attached to this Form 1-U as Exhibit 6.1.
Pursuant to the Consignment Agreement, the Consignee is appointed as the exclusive selling agent of the Painting and may sell the Painting to a third-party through May 31, 2022 (the “Consignment Period”), provided that the Company receives a minimum net proceed amount in connection with the sale (the “Floor Price”). The Floor Price, along with any commission and or profit sharing arrangements, were determined based on arm’s length negotiations among the parties.
The Consignment Agreement also contains representations, warranties, and covenants of the parties that are customary for transactions of this type. The Painting will be in the custody of the Consignee during the Consignment Period, and title of the Painting will continue to be held by the Company unless (i) the Consignee executes a definitive sale of the Painting and (ii) the Company receives the full amount of its net proceeds from such sale.
Exclusive consignments for a limited duration are a common method of exposing works to a segment of the market, but very often they do not result in a sale transaction. Accordingly, the Company cannot guarantee or express any opinion on the likelihood that a sale of the Painting will be completed. If the Painting is sold by the Consignee during the Consignment Period, in accordance with the Company’s Amended and Restated Operating Agreement, the Company will use the proceeds of the sale of the Painting to pay or provide for payment of the Company’s liabilities, costs and expenses and will distribute the remaining proceeds of the liquidation of the assets to the Company’s shareholders of record, after which the Company will wind up operations and dissolve.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our most recent Offering Circular filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC’s EDGAR website. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit Index
| Exhibit No. | Description of Exhibit | |
| 6.1 | Consignment Agreement* |
*Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit
C:
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASTERWORKS 004, LLC | ||
| By: | /s/ Joshua B. Goldstein | |
| Name: | Joshua B. Goldstein | |
| Title: | General Counsel | |
| Date: May 19, 2022 | ||
C:
| This ‘1-U’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/31/22 | None on these Dates | |||
| Filed on / For Period end: | 5/19/22 | |||
| 5/5/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 Masterworks 004, LLC 1-K 12/31/23 2:316K M2 Compliance LLC/FA 9/27/23 Masterworks 004, LLC 1-SA 6/30/23 1:194K M2 Compliance LLC/FA 4/28/23 Masterworks 004, LLC 1-K 12/31/22 2:562K M2 Compliance LLC/FA 8/31/22 Masterworks 004, LLC 1-SA 6/30/22 1:210K M2 Compliance LLC/FA |