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United States securities and exchange commission logo
May 13, 2020
Scott W. Lynn
Chief Executive Officer
Masterworks 011, LLC
497 Broome Street
New York, New York 10013
Re:Masterworks 011, LLC
Offering Statement on Form 1-A
Filed April 17, 2020
File No. 024-11198
Dear Mr. Lynn:
             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 April 17, 2020
Risk Factors, page 10
1.We note that you have listed some broad categories of risk factors applicable to an
investment in your offering.  Item 3 of Form 1-A requires a carefully organized series of
short, concise paragraphs, summarizing the most significant factors that make the offering
speculative or substantially risky.  Please revise your offering circular to include more
specific risk factor disclosure.
"An investment in the Painting is subject to various risks, any of which could materially impair
the value . . .", page 14
2.We note your disclosure on page 14 that you will purchase the painting from The Pace
Gallery, LLC, but throughout the rest of your offering circular, you indicate that you will
purchase the painting from the Timothy Taylor Gallery.  Please revise for consistency.

 FirstName LastNameScott W.  Lynn
 Comapany NameMasterworks 011, LLC
 May 13, 2020 Page 2
 FirstName LastName
Scott W.  Lynn
Masterworks 011, LLC
May 13, 2020
Page 2
General
3.It appears that your public website, as a whole, may constitute "testing-the-waters"
materials.  For example, the landing page of your website prominently states: "Join an
exclusive community of blue-chip art investors."  Please confirm your understanding that
“testing-the-waters” materials may be used before the qualification of the offering
statement, provided that all solicitation materials are preceded or accompanied by a
preliminary offering circular, or contain a notice informing potential investors where and
how the most current preliminary offering circular can be obtained.  We note, in this
regard, that the soliciting materials currently on your public website do not include the
information required by Securities Act Rule 255(b)(4).
4.We note that you are placing ads for "Sponsored Content" in which you state, among
other things, that "[n]ow is the time to start looking at art with Masterworks, an
investment platform delivering historical returns of 8-30%."  Please tell us how these ads
are consistent with your ability to solicit interest pursuant to Rule 255 of Regulation A.
Also, tell us how you believe it is appropriate to cite to returns of 8-30% on your
investment platform.  In this regard, we note your disclosure that "[you] intend to hold the
Painting for an extended period of time," and "[i]nvestors should be prepared to hold their
Class A shares for an indefinite period of time, as there can be no assurance that the Class
A shares can ever be resold or that the Painting can ever be sold."
            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.
            Please contact Katherine Bagley at (202) 551-2545 or Jennifer Lopez-Molina at (202)
551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Laura Anthony, Esq.