SEC – ‘UPLOAD’ from 3/23/20 re: Masterworks 007, LLC – ‘TEXT-EXTRACT’

On:  Monday, 3/23/20, at 12:43pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  5/7/20   ·   Accession #:  0-20-2498

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    12K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                        March 20, 2020

Joshua B. Goldstein                                                             
General Counsel                                                                 
Masterworks 007, LLC                                                            
497 Broome Street                                                               
New York, New York 10013                                                        

Re: Masterworks 007, LLC                                          
Offering Statement on Form 1-A                            
Filed February 26, 2020                                   
File No. 024-11161                                        

Dear Mr. Goldstein:                                                             

We have reviewed your offering statement and have the following   
comments. In some of                                                            
our comments, we may ask you to provide us with information so we may better    
understand your                                                                 
disclosure.                                                                     

   Please respond to this letter by amending your offering statement and
providing the                                                                   
requested information. If you do not believe our comments apply to your facts   
and                                                                             
circumstances or do not believe an amendment is appropriate, please tell us why 
in your                                                                         
response. After reviewing any amendment to your offering statement and the      
information you                                                                 
provide in response to these comments, we may have additional comments.         

Offering Statement on Form 1-A filed February 26, 2020                          

Dilution , page 27                                                              

1.     We are unable to compute the number and percentages of shares of Class A 
common                                                                          
    stock Masterworks would receive upon conversion of 100% of the Class B
shares based                                                                    
     on the amounts presented in the table at the bottom of the page and the
formula for the                                                                 
conversion. Please show us how you computed the amounts disclosed 
assuming the                                                                    
hypothetical Class A share values presented. In addition, if the  
hypothetical Class A share                                                      
  values presented do not represent the assumed VWAPs please revise to
disclose the                                                                    
assumed VWAPs rather than the hypothetical Class A share values   
presently disclosed.                                                            
Exhibits                                                                        

2.     We note that Section 11 of the form of subscription agreement contains a 
jury waiver                                                                     
  provision. Please revise your disclosure in the offering circular to
describe the provision                                                          
Joshua B. Goldstein                                                           
Masterworks 007, LLC                                                            
March 20, 2020                                                                  
Page 2                                                                          
 and to state, as you do in the agreement, that it does not apply to
claims under the federal                                                        
securities laws.                                                  
3.     We note that you have relied and expect that investors will rely on the  
appraisal that is                                                               
  attached as an exhibit to the Intercompany Agreement. Please file an
appraiser's consent                                                             
   as contemplated by Item 17, paragraph 11, of Form 1-A, or tell us why
you are not                                                                     
required to do so.                                                
       We will consider qualifying your offering statement at your request. If
a participant in                                                                
your offering is required to clear its compensation arrangements with FINRA,    
please have                                                                     
FINRA advise us that it has no objections to the compensation arrangements      
prior to                                                                        
qualification.                                                                  

     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff. We also remind you that, following qualification of your   
Form 1-A, Rule 257                                                              
of Regulation A requires you to file periodic and current reports, including a  
Form 1-K which                                                                  
will be due within 120 calendar days after the end of the fiscal year covered   
by the report.                                                                  

    You may contact Robert Shapiro at (202) 551-3273 or Bill Thompson at
(202) 551-3344                                                                  
if you have questions regarding comments on the financial statements and        
related                                                                         
matters. Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at   
(202) 551-3222                                                                  
with any other questions.                                                       

                                                      Sincerely,
FirstName LastNameJoshua B. Goldstein                                           
                                                       Division of
Corporation Finance                                                             
Comapany NameMasterworks 007, LLC                                               
                                                             Office of Trade &
Services                                                                        
March 20, 2020 Page 2                                                           
cc:       Laura Anthony, Esq.                                                   
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		5/7/20		CORRESP,  UPLOAD
Filed on:		3/23/20		1-A/A,  CORRESP,  UPLOAD
		3/20/20		UPLOAD
		2/26/20		1-A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/20  Masterworks 007, LLC              1-A                   10:8.5M                                   M2 Compliance LLC/FA