UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

~~October~~Date of Report (Date of earliest event reported): April 2117, ~~2011~~2012

Date of Report (Date of earliest event reported)

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)


STATE OF WASHINGTON	000-16718	91-1366564
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

101 STEWART STREET, SUITE 700, SEATTLE, WASHINGTON		98101
(Address of principal executive offices)		(Zip Code)

(206) 621-1351

(Registrant’s telephone number, including area code)

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:

Written communication 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 1 5.0107 ~~ENTRY~~SUBMISSION ~~INTO~~TO A ~~MATERIAL~~VOTE ~~DEFINITIVE~~OF ~~AGREEMENT~~SECURITY HOLDERS

On ~~October~~April 2117, ~~2011~~2012, Northland Cable Properties Seven Limited Partnership (the “~~Partnership~~NCP-Seven”) ~~executed~~held a ~~purchase~~Special ~~and~~Meeting ~~sale~~of ~~agreement~~Limited Partners (the “~~Agreement~~Special Meeting”). toAs ~~sell~~of ~~the~~February 10, ~~operating~~2012, ~~assets~~the ~~and~~record ~~franchise~~date ~~rights~~for ofthe ~~its~~Special ~~cable~~Meeting, ~~systems~~there inwere ~~and~~approximately ~~around~~49,656 ~~the~~units ~~community~~ of ~~Vidalia,~~limited ~~Georgia~~partnership tointerest ~~Northland~~outstanding ~~Cable~~and ~~Television,~~entitled ~~Inc.~~to ~~(the~~vote ~~“Purchaser”),~~at anthe ~~affiliate~~Special ~~of Northland Communications Corporation~~Meeting, ~~the~~and ~~managing~~a ~~general~~total ~~partner~~ of ~~the Partnership~~36,165.8977 (or ~~The~~approximately ~~transaction~~73%) isof ~~expected~~the toCompany’s ~~close~~units byof ~~the~~limited ~~end~~partnership ofinterests ~~March 2012,~~outstanding and isentitled ~~subject~~ to ~~customary~~be ~~closing~~voted ~~conditions~~at ~~and~~ the ~~approval~~Special ofMeeting awere ~~majority~~represented in ~~interest~~person ofor by proxy at the ~~Partnership’s limited~~Special ~~partners~~Meeting.

~~The~~Set ~~terms~~forth ofbelow is the ~~Agreement~~proposal ~~include~~on awhich ~~base purchase price of $5,400,000 (~~the ~~“Purchase~~Company’s ~~Price”),~~limited ~~subject~~partners ~~to adjustments~~voted ~~and prorations of revenues, expenses and liabilities~~ at ~~closing, and require that $432,000 of~~ the ~~gross~~Special ~~proceeds~~Meeting ~~be placed in escrow to secure compliance with representations~~ and ~~warranties, to be released to~~ the ~~Partnership twelve months from the closing of the transaction. Net proceeds to be received upon closing will be used to make distributions to the limited partners. Limited partners will receive a~~ final ~~distribution~~voting ~~from the Vidalia sale approximately twelve months~~results from the ~~closing~~Special ~~date~~Meeting: when the escrow proceeds are released. As of June 30, 2011, the Vidalia system served approximately 3,314 video subscribers or approximately 35.1% of the Partnership’s total video subscribers. For the six months ended June 30, 2011, the system represented approximately 34.9% of the Partnership’s total revenues and generated operating income before depreciation and gain on disposal of assets of approximately $432,000.

Some of the statements in this filing are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “aims,” “anticipates,” “believes,” “estimates,” “expects,” “hopes,” “intends,” “plans,” “predicts,” “projects” or “targets” or similar expressions. Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this filing include, without limitation, the statements regarding the estimated proceeds of the sale and the parties’ ability to consummate the transaction. There are many risks and uncertainties that could cause actual results to differ materially from those predicted in our forward-looking statements. Without limitation, these factors include the followingProposal: if conditions to closing the transactions are not satisfied, the transactions may not be consummated or may be consummated on terms (including the purchase price) that are different from the terms currently agreed to by the parties, and management’s current estimates of holdback amounts and related transaction costs may be materially different from the actual amounts determined at closing. For more information about potential factors that could affect the Partnership’s business and financial results, please review “Risk Factors” described in the Partnership’s most recent annual report on Form 10-K and its subsequent quarterly reports on Form 10-Q filed with the SEC.

To authorize NCP-Seven and its managing general partner to sell one or more of NCP-Seven’s cable systems up to and including the sale of substantially all of NCP-Seven’s assets for cash in the aggregate amount of $17,300,000, subject to adjustment as provided in each of the respective asset purchase agreements, to the following purchasers: Northland Cable Television Inc., an affiliate of the managing general partner of NCP-Seven, Charter Communications, LLC, a Delaware limited liability company, and TruVista Communications of Georgia, LLC, a Georgia limited liability company, as described in NCP-Seven’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 16, 2012, and to take any and all steps necessary to complete such sale.


Approve	Disapprove	Abstain
33,728.9044	1,940.993	496

The proposal was approved.

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.

	Northland Cable Properties Seven Limited Partnership
	By: Northland Communications Corporation (Managing General Partner)
Dated: 10-24-11	By:	/s/ GARY S. JONES
	Name:	Gary S. Jones
	Title:	President
Dated: 10-24-11	By:	/s/ RICHARD I. CLARK
	Name:	Richard I. Clark
	Title:	Executive Vice President, Treasurer and Assistant Secretary


		Northland Cable Properties Seven Limited Partnership

		By:		Northland Communications
		Corporation (Managing General Partner)


Dated: April 20, 2012	By:	/s/ GARY S. JONES
		Name: Gary S. Jones
		Title: President

Dated: April 20, 2012	By:	/s/ RICHARD I. CLARK
		Name: Richard I. Clark
		Title: Executive Vice President,
		Treasurer and Assistant Secretary

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