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): July 1215, 2021

Venture Lending & Leasing VII, Inc.

(Exact name of registrant as specified in its charter)

MARYLAND

814-00969

45-5589518

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA 94028

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (650) 234-4300

(Former name or former address, if changed since last report): N/A

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 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~Judith~~A N.special ~~Bornstein,~~shareholder ~~Vice~~meeting ~~President,~~(the ~~Chief~~“Meeting”) ~~Financial~~of ~~Officer~~Venture Lending & Leasing VII, ~~Chief~~Inc. ~~Compliance~~(the ~~Officer~~“Fund”) was held on July 15, ~~Treasurer~~2021, to consider and ~~Secretary~~vote ofon the proposals to liquidate and dissolve the Fund, ~~has resigned~~and ~~from~~to ~~her~~terminate ~~position,~~its ~~effective~~status ~~July~~as 12a business development company (“BDC”) under the Investment Company Act of 1940, ~~2021~~as amended (the “1940 Act”).

~~The~~On ~~Board~~May of18, ~~Directors~~2021, ~~has~~the ~~appointed~~record adate ~~successor~~for ~~Vice~~the ~~President~~Meeting, ~~Chief~~there ~~Financial~~were ~~Officer~~100,000 ~~Chief~~shares ~~Compliance~~of ~~Officer~~Common Stock, ~~Treasurer~~$.001 par value (the “Fund Shares”) of the Fund outstanding and ~~Secretary~~entitled to vote. 100% of the Fund Shares are owned by Venture Lending & Leasing VII, ~~effective~~LLC ~~upon~~(the “LLC”). The LLC in turn is owned by its members (the ~~commencement~~“LLC Members”). The Operating Agreement of ~~his~~the ~~service~~LLC ~~with~~grants the ~~Fund’s investment~~LLC ~~adviser~~Members pass-through voting rights, ~~which~~meaning isthat ~~expected~~the toLLC, ~~begin~~as the sole shareholder of the Fund, may take no ~~later~~action ~~than~~as ~~August~~shareholder ~~2021. In~~of the ~~interim~~Fund without first securing the approval of the LLC Members, ~~Bruce~~with Kthe same vote required of the LLC Members as is required of the shareholder of the Fund. ~~Levin~~Accordingly, ~~Vice~~the ~~President~~approval of ~~Finance,~~the ~~will~~proposals ~~perform~~to liquidate and dissolve the ~~duties~~Fund and ~~responsibilities~~to terminate its status as a BDC under the 1940 Act required the prior approval of at least a majority of the ~~principal~~outstanding ~~financial~~LLC ~~officer~~Shares.

313,900 out of 375,000 total outstanding LLC Shares, or 83.71% of the LLC Shares, were cast in favor of the proposal, and no LLC Shares were cast against or withheld for the proposal. Consequently, the LLC cast 100% of the Fund Shares in favor of the liquidation and dissolution of the Fund and the termination of its status as a BDC under the 1940 Act.

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.

VENTURE LENDING & LEASING VII, INC.
(Registrant)
By:	/s/ Maurice C. Werdegar	By:	/s/ Bruce K. Levin
	Maurice C. Werdegar		Bruce K. Levin
	President and Chief Executive Officer		Vice President of Finance
Date:	July 14, 2021	Date:	July 14, 2021

VENTURE LENDING & LEASING VII, INC.

(Registrant)


By: /s/ Maurice C. Werdegar
Maurice C. Werdegar
Chief Executive Officer

Date: July 19, 2021

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