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): May 910, 2012

Commission file number 0-16718

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


STATE OF WASHINGTON		91-1366564
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (206) 621-1351

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))

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

Item 28.01. ~~Disposition~~Other ~~of Assets~~Events

OnAs disclosed in its Current Report on Form 8-K filed with the Securities & Exchange Commission on May 9, 2012, Northland Cable Properties Seven Limited Partnership (the “Partnership”) completed the sale of the operating assets and franchise rights of its cable systems in and around the community of Vidalia, Georgia to Northland Cable Television, Inc. ~~(“the Purchaser”)~~, an affiliate of Northland Communications Corporation, the ~~manageing~~managing general partner of the Partnership. The ~~Vidalia~~sale ~~System~~of ~~was~~the Partnership’s ~~sold~~assets atin aconnection ~~price~~with that transaction represented the sale of $5 substantially all of the Partnership’s assets. Accordingly,~~400~~ pursuant to the terms of the partnership agreement,~~000~~ the Partnership was dissolved as of the close of business on May 10, 2012, and the managing general partner will wind up the business and affairs of ~~which~~the Partnership. In connection with the winding up of the Partnership, ~~received~~on ~~approximately~~May 11, $52012,~~008~~ Northland Communications Corporation,~~000~~ atthe managing ~~closing.~~general ~~The~~partner ~~sales~~of ~~price~~the ~~was~~Partnership ~~adjusted~~and atas ~~closing~~agent for the ~~proration~~limited partners of ~~certain~~the ~~revenues~~Partnership, ~~and~~entered ~~expenses~~into ~~and~~a ~~approximately~~Liquidating ~~$432~~Trust Agreement (“Trust Agreement”) on behalf of the Partnership with Northland Liquidating Trustee,~~000~~ ~~will~~LLC be(the “Trustee”) ~~held~~to inestablish ~~escrow~~the NCP-Seven Liquidating Trust (the “Trust”). The purpose of the Trust is solely to hold and ~~released~~invest temporarily the proceeds attributable to general and limited partners from the liquidation of the Partnership, ~~twelve~~and ~~months~~to make payment of any claims and/or contingent liabilities arising from the ~~closing~~business formerly conducted by the Partnership. Under the Trust Agreement, the rights of each of the ~~transaction~~general ~~subject~~partner and limited partners to ~~indemnification~~receive payments ~~claims~~under ~~made~~the asset purchase agreements relating to the sales of the Partnership’s assets described in that certain Proxy Statement of the Partnership dated February 10, if2012 ~~any~~(the “Proxy Statement”), byincluding the ~~buyer~~right to receive any remaining holdback escrow amounts established pursuant to the terms of ~~the~~such asset purchase ~~and~~agreements, ~~sale~~were ~~agreement~~transferred to the Trust. ~~Net~~The ~~proceeds~~general topartner beand ~~received~~limited ~~upon~~partners ~~closing~~hold ~~will~~beneficial beinterests ~~used~~in tothe ~~make~~Trust, representing the right to receive distributions from time to time, as determined by the ~~limited~~Trustee, ~~partners~~of the principal and income of the Trust. ~~Limited~~Pursuant ~~partners~~to ~~will~~the ~~receive~~terms aof the Trust Agreement, the final distribution ~~approximately~~of ~~twelve~~any ~~months~~remaining ~~from~~assets of the ~~closing~~Trust ~~date~~will ~~when~~be ~~the~~made ~~escrow~~no ~~proceeds~~later ~~are~~than December 31, ~~released~~2014.

The Vidalia System represents approximately 3,208 basic subscribers or approximately 34% of the Partnership’s total basic subscribers served. For the three months ended March 31, 2012, the Vidalia System represented approximately 35% of the Partnership’s total revenues and approximately 43% of the Partnership’s income from operations before depreciation and loss on disposal of assets. The sale was made pursuant to an offer by the Purchaser, which was formalized in a Purchase and Sale Agreement dated October 21, 2011.


Item 9.01	Financial Statements, Pro Forma Financial Statements and Exhibits	Sequentially Numbered Page

(a)	Financial Statements

	None

(b)	Pro Forma Financial Statements

	None

(c)	Exhibits

10.1	Liquidating Trust Agreement dated as of May 11, 2012

The sale of the Partnership’s assets pursuant to the aforementioned purchase and sale agreement represents the sale of substantially all of the Partnership’s assets. Pursuant to the terms of the partnership agreement, the Partnership will be dissolved and the managing general partner will wind up the business and affairs of the Partnership.

Item 9.01	Financial Statements, Pro Forma Financial Statements and Exhibits	Sequentially Numbered Page
(a)	Financial Statements
	None
(b)	Pro Forma Financial Statements
	None
(c)	Exhibits
	None.

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 thereunto duly authorized.

		NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
	By:	NORTHLAND COMMUNICATIONS CORPORATION
		(Managing General Partner)
Date: 5-9-12	By:	/s/ GARY S. JONES
Date:5-11-12	By:	/s/ GARY S. JONES
		Gary S. Jones
		(President)
Date: 5-9-12	By:	/s/ RICHARD I. CLARK
Date:5-11-12	By:	/s/ RICHARD I. CLARK
		Richard I. Clark
		(Executive Vice President)

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