SecProbe.io

CORRESP
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filename1.htm

ANTHONY
L.G., PLLC

    laura
    aNTHONy, esq

    www.ANTHONYPLLC.com

    GEOFFREY
    ASHBURNE, ESQ*

    WWW.SECURITIESLAWBLOG.COM

    JOHN
    CACOMANOLIS, ESQ**

    WWW.LAWCAST.COM

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ***

    OF
    COUNSEL:

    MICHAEL
    R. GEROE, ESQ, CIPP/US****

    DIRECT
    E-MAIL: LANTHONY@ANTHONYPLLC.COM

    CRAIG
    D. LINDER, ESQ*****

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    Philip
    magri, esq.******

    STUART
    REED, ESQ

    MARC
    S. WOOLF, ESQ

*licensed
in CA

**licensed
in FL and NY

***licensed
in NY and NJ

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

******licensed
in FL and NY

March
23, 2020

VIA
ELECTRONIC EDGAR FILING

Office
of Trade & Services

Division
of corporate Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Masterworks
                                         007, LLC

        Offering
        Statement on Form 1-A

        Filed
        February 26, 2020

        File
        No. 024-11161

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Masterworks 007, LLC (the “Company”) Amendment No. 1 (“Amendment
No. 1”) to the above-referenced offering statement on Form 1-A originally filed on February 26, 2020 (“Form 1-A”).
Amendment No. 1 is marked with < R > tags to show changes made from the original filing of the Form 1-A filed on February
26, 2020. In addition, we have included a narrative response herein keyed to the comments of the staff of the Division of Corporation
Finance (the “Staff”) set forth in the Staff’s comment letter to Joshua B. Goldstein dated March 20, 2020. We
trust you shall deem Amendment No. 1 and the contents of this transmittal letter responsive to your comment letter.

Offering
Statement on Form 1-A filed on February 27, 2020

Dilution,
page 27

    Office of Trade & Services

Division of Corporate Finance

Securities and Exchange Commission

March 23, 2020

Page 2

Comment
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 volume weighted average trading prices
(VWAPs), please revise to disclose the assumed VWAPs rather than the hypothetical Class A share values presently disclosed.

Response
1. The starting point for calculating the number and percentage of Class A shares issuable upon conversion of the Class
B shares (the “Conversion Shares”) is a determination of the “Value Increase,” which equals the aggregate
value of outstanding shares, minus the product of (i) the number of Class A shares outstanding and (ii) $20.00. In non-mathematical
terms, the Value Increase is the amount by which the equity value of the entire Company exceeds the cost basis of the outstanding
Class A shares (valued at $20 per Class A share), which immediately following the offering would equal the offering amount of
$2,144,000.

The
Company will have no indebtedness, so the value of the Company equals the value of the Class A shares, plus the value of the Class
B shares. At any point in time the value of the Class A shares will be known and will be based on the volume weighted trading
price or, if there is no adequate trading market, an appraisal. If the value of a single Class A share is $30.00 and there are
107,200 shares outstanding, the value of the Class A shares will be $3,216,000, which is $1,072,000 more than the cost basis of
the Class A shares sold in the offering. Since the Class A shares are entitled to receive 80% of the Value Increase, $1,072,000
equals 80% of the aggregate Value Increase. From this point, the next step is to calculate the total Value Increase (“VI”).
The following formulas reflect the calculation at a $30 per Class A share value.

VI
= Value of Class A shares + Value of Class B shares – Cost basis of Class A shares

VI
= $3,216,000 + Value of Class B Shares - $2,144,000

VI
= $1,072,000 + Value of Class B Shares

Since
the Class B Shares represent a 20% profit interest the value of the Class B Shares is equal to 20% of the VI. Accordingly 80%
of the VI is attributable to the Class A Shares and the remaining 20% of the VI is attributable to (and represents the value of)
the Class B Shares, therefore, to complete the calculation of VI, the following formula applies:

$1,072,000
= VI multiplied by .80

(divide
both sides by .80)

VI
= $1,340,000

The
remainder of the calculation of the number and percentage of Conversion Shares is as set forth below:

    (A)
    VI
    = $1,340,000, multiplied by

    (B)
    Conversion
    Percentage = 100%, multiplied by

    (C)
    20%,
    divided by

    (D)
    $30.00

$30
Class A Share value = ((A)$1,340,000 X (B)100% X (C)20% ) / (D)$30.00

=
8,933 Conversion Shares (rounded)

5,354
Conversion Shares is equal to 7.69% of the total Class A shares outstanding, calculated as follows:

Initial
Class A Shares (107,200) + Class A shares issuable upon Conversion (8,933) = the number of Conversion Shares (8,933) divided
by 116,133 Class A shares outstanding = 7.69%.

The
number and percentage of Conversion Shares at the other assumed Class A Share Values included in the table are as follows:

$40
Class A Share value = ((A)$2,680,000 X (B)100% X (C)20% ) / (D) $40.00

=
13,400 Conversion Shares (rounded), or 11.11%;

$50
Class A Share value = ((A)$4,020,000 X (B)100% X (C)20% ) / (D)$50.00

=
16,080 Conversion Shares (rounded), or 13.04%; and

$60
Class A Share value = ((A)$5,360,000 X (B)100% X (C)20% ) / (D)$60.00

=
17,867 Conversion Shares (rounded), or 14.29%.

    Office of Trade & Services

Division of Corporate Finance

Securities and Exchange Commission

March 23, 2020

Page 3

The
hypothetical Class A share values represent the assumed VWAP, or in the absence of a trading market, the appraised fair value
of the Class A Shares, which, in either case, is assumed to be the amount that a Class A share would receive upon liquidation
of the Company.

Exhibits

Comment
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 and to state, as you do in the agreement, that it does not apply
to claims under the federal securities laws.

Response
2. In response to the Staff’s comment, the Company has revised the disclosure on pages 26 and 72 of the Offering
Circular to describe the waiver and state that it does not apply to claims under Federal securities laws.

Comment
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.

Response 3. The Company respectfully
advises the Staff that it does not necessarily agree with the assertion that it expects investors to “rely” on
the appraisal. The Company has not emphasized the value of the appraisal for investment purposes and has clearly stated multiple
times in the Offering Circular that undue emphasis should not be placed on the appraisal. While the Company believes the existence
of the appraisal and the methodology used by the appraisal company in forming its opinion is potentially valuable information,
the description of the appraisal (and the language in the actual appraisal) contains significant qualifications and limitations.
In light of those limitations and qualifications, the Company does not believe the appraisal is “material” information
for investors in formulating an investment decision in the Company or that it should be “relied upon”. Although
the Company does believe the appraisal is part of the total mix of information that is potentially relevant to an investment
in the Company, in response to the Staff’s comment, the Company has removed all references to the appraisal from the revised
Offering Circular and has refiled Exhibit 6.2 to remove the appraisal.

If
the Staff has any further comments regarding the form 1-A or any subsequent amendments to the Company’s offering statement
on Form 1-A, please feel free to contact the undersigned.

    Anthony
    L.G., PLLC

    By:

    /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:
    Robert
                                         Shapiro/U.S. Securities and Exchange Commission

        Bill
        Thompson /U.S. Securities and Exchange Commission

        Daniel
        Morris/U.S. Securities and Exchange Commission

    Lilyanna
                                         Peyser/U.S. Securities and Exchange Commission

        Jennifer
        López/U.S. Securities and Exchange Commission

    Joshua
    B. Goldstein/Masterworks 007, LLC

    Craig
    D. Linder, Esq./Anthony L.G., PLLC

625
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● FAX 561-514-0832