UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2011

ICON Cash Flow Partners L.P. Seven Liquidating Trust

(Exact Name of Registrant as Specified in Charter)


Delaware	000-27926	20-7478738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Fifth Avenue, 4th Floor

New York, New York 10011

(Address of Principal Executive Offices)

____________________

(212) 418-4700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

On September 22, 2011, ICON Capital Corp., the managing trustee of the Registrant (the “Managing Trustee”), notified the registered representatives of the beneficial owners of the Registrant that the Registrant will issue its final distribution on October 1, 2011 and the Trust will be terminated following such distribution. The Managing Trustee will notify the beneficial owners of the Registrant of the distribution and termination via letter. A copy of the notice to the registered representatives of the beneficial owners of the Registrant, which includes the letter to the beneficial owners of the Registrant, is attached as Exhibit 99.1.

Item 8.01

Other Events

A final liquidating distribution of the assets of the Registrant will be made on October 1, 2011 in the amount of $11,500,000.00, or approximately $11.56 per beneficial interest in the Registrant, to the beneficial owners of the Registrant. This distribution will complete the distribution of all remaining assets of the Registrant subject to the creation of a reserve for the payment of known claims or obligations or those that are likely to arise. Accordingly the Registrant will be terminated effective October 1, 2011 and its reporting obligations to the U.S. Securities and Exchange Commission will cease at that time. Once it has been determined that all claims, expenses, charges, liabilities and obligations of the Registrant have been satisfied, all remaining reserves, if any, will be distributed to the beneficial owners of the Registrant.

Item 9.01

Financial Statements and Exhibits

(d) The following exhibit is furnished herewith:

99.1 Notice to the registered representatives of the beneficial owners of the Registrant, which includes a draft of the letter to the beneficial owners of the Registrant, dated October 1, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ICON CASH FLOW PARTNERS L.P. SEVEN LIQUIDATING TRUST
	By: ICON CAPITAL CORP., its Managing Trustee


Dated: September 22, 2011	By: /s/ Michael A. Reisner
	Michael A. Reisner
	Co-President and Co-Chief Executive Officer

ICON CASH FLOW PARTNERS L P SEVEN 8-K