Form 1-U Masterworks 002, LLC For: Jul 05

July 5, 2022 5:12 PM EDT

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Pursuant to Regulation A of the Securities Act of 1933


July 5, 2022

Date of Report: (Date of earliest event reported)



(Exact name of issuer as specified in its charter)


Delaware   83-1314709

State of other jurisdiction of

incorporation or organization


(I.R.S. Employer

Identification No.)


225 Liberty Street, 29th Floor

New York, New York 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)







Item 1. Fundamental Changes


As previously disclosed by Masterworks 002, LLC (the “Company”) in its Current Report on Form 1-U filed with the SEC on June 28, 2022, the Company and the 002 Segregated Portfolio of Masterworks Cayman, SPC sold the painting created by Claude Monet, entitled Coup de Vent (the “Painting”) for $8,000,000.00 in cash (the “Sale Price”) to Heather James Jackson, LLC (the “Buyer”), pursuant to an invoice and certain terms and conditions of sale (collectively, the “Terms and Conditions”). A copy of the Terms and Conditions is incorporated by reference herein, as Exhibit 6.1 hereto, from the Company’s Current Report on Form 1-U as filed with the SEC on June 28, 2022.


After allocating costs and expenses incurred in connection with the transaction, record holders of the Company’s Class A ordinary shares will receive a distribution in the amount of approximately $23.28 per Class A ordinary share. The amount reflects the (i) forfeiture by Masterworks Administrative Services, LLC of unvested shares issuable to it in respect of administrative fees under the Amended and Restated Administrative Services Agreement dated February 9, 2021 and (ii) the Company’s redemption for nominal consideration of all of the profit sharing interests represented by Class B ordinary shares held by Masterworks Gallery, LLC.


Once the Company completes the distribution, it will commence the process of winding up and dissolving in accordance with its Amended and Restated Operating Agreement.


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   Masterworks Standard Terms and Conditions of Sale (incorporated by reference to the copy thereof submitted as Exhibit 6.1 to the Company’s Form 1-U filed on June 28, 2022)







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.


  By: /s/ Joshua B. Goldstein
  Name: Joshua B. Goldstein
  Title: General Counsel


Date: July 5, 2022






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