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Masterworks 017

Filed: 4 Jun 20, 5:03pm
schemaVersion:

1-A: Filer Information

Issuer CIK
0001814041 
Issuer CCC
XXXXXXXX 
DOS File Number
 
Offering File Number
 
Is this a LIVE or TEST Filing?Radio button checked LIVE Radio button not checked TEST
Would you like a Return Copy?Checkbox checked
Notify via Filing Website only?Checkbox not checked
Since Last Filing?Checkbox not checked

Submission Contact Information

Name
 
Phone
 
E-Mail Address
 

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter

Masterworks 017, LLC 

Jurisdiction of Incorporation / Organization

DELAWARE  

Year of Incorporation

2020 

CIK

0001814041 

Primary Standard Industrial Classification Code

SERVICES-MISCELLANEOUS BUSINESS SERVICES 

I.R.S. Employer Identification Number

85-1171065 

Total number of full-time employees

Total number of part-time employees

Contact Infomation

Address of Principal Executive Offices

Address 1

497 BROOME STREET 

Address 2

 

City

NEW YORK 

State/Country

NEW YORK  

Mailing Zip/ Postal Code

10013 

Phone

203-518-5172 

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

JOSH GOLDSTEIN 

Address 1

 

Address 2

 

City

 

State/Country

 

Mailing Zip/ Postal Code

 

Phone

 

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one)Radio button not checked Banking Radio button not checked Insurance Radio button checked Other

Balance Sheet Information

Cash and Cash Equivalents

$ 100.00 

Investment Securities
$ 0.00 
Total Investments

$  

Accounts and Notes Receivable

$ 0.00 

Loans

$  

Property, Plant and Equipment (PP&E):

$ 0.00 

Property and Equipment

$  

Total Assets

$ 100.00 

Accounts Payable and Accrued Liabilities

$ 0.00 

Policy Liabilities and Accruals

$  

Deposits

$  

Long Term Debt

$ 0.00 

Total Liabilities

$ 0.00 

Total Stockholders' Equity

$ 100.00 

Total Liabilities and Equity

$ 100.00 

Income Statement Information

Total Revenues

$ 0.00 

Total Interest Income

$  

Costs and Expenses Applicable to Revenues

$ 0.00 

Total Interest Expenses

$  

Depreciation and Amortization

$ 0.00 

Net Income

$ 0.00 

Earnings Per Share - Basic

$ 0.00 

Earnings Per Share - Diluted

$ 0.00 

Name of Auditor (if any)

N/A 

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Membership Interests 

Common Equity Units Outstanding

1000 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

NONE 

Preferred Equity

Preferred Equity Name of Class (if any)

None 

Preferred Equity Units Outstanding

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

NONE 

Debt Securities

Debt Securities Name of Class (if any)

None 

Debt Securities Units Outstanding

Debt Securities CUSIP (if any):

000000000 

Debt Securities Name of Trading Center or Quotation Medium (if any)

NONE 

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

Checkbox checked

  • Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
  • Principal place of business is in the United States or Canada.
  • Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
  • Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
  • Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
  • Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
  • Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Checkbox checked

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

Checkbox not checked

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offeringRadio button not checked Tier1 Radio button checked Tier2
Check the appropriate box to indicate whether the financial statements have been auditedRadio button not checked Unaudited Radio button checked Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Checkbox checkedEquity (common or preferred stock) 
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?Radio button checked Yes Radio button not checked No
Does the issuer intend this offering to last more than one year?Radio button checked Yes Radio button not checked No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?Radio button not checked Yes Radio button checked No
Will the issuer be conducting a best efforts offering?Radio button checked Yes Radio button not checked No
Has the issuer used solicitation of interest communications in connection with the proposed offering?Radio button checked Yes Radio button not checked No
Does the proposed offering involve the resale of securities by affiliates of the issuer?Radio button not checked Yes Radio button checked No
Number of securities offered
82500 
Number of securities of that class outstanding

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 20.0000 
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 1650000.00 
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00 
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00 
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00 
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 1650000.00 

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
SDDCO Brokerage Advisors LLC
Underwriters - Fees
$ 24621.00 
Sales Commissions - Name of Service Provider
SDDCO Brokerage Advisors LLC
Sales Commissions - Fee
$ 49500.00 
Finders' Fees - Name of Service Provider
N/A
Finders' Fees - Fees
$ 0.00 
Accounting or Audit - Name of Service Provider
N/A
Accounting or Audit - Fees
$ 0.00 
Legal - Name of Service Provider
Anthony L.G., PLLC
Legal - Fees
$ 5000.00 
Promoters - Name of Service Provider
N/A
Promoters - Fees
$ 0.00 
Blue Sky Compliance - Name of Service Provider
N/A
Blue Sky Compliance - Fees
$ 5000.00 
CRD Number of any broker or dealer listed:
153563 
Estimated net proceeds to the issuer
$ 1650000.00 
Clarification of responses (if necessary)
Estimated Net Proceeds Calculation (above) of $1,650,000 does not include any offering fees as all fees in connection with the offering are to be paid by Masterworks Administrative Services, LLC.
 

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

NoneCheckbox not checked
Same as the jurisdictions in which the issuer intends to offer the securitiesCheckbox checked
Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None Checkbox not checked

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Masterworks 017, LLC 
(b)(1) Title of securities issued
Membership Interests
 
(2) Total Amount of such securities issued
1000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
100% of the membership interests in Masterworks 017, LLC were issued to Masterworks Gallery, LLC in return for a capital contribution of $100
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
The foregoing issuances were pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.