~~United~~UNITED ~~States~~STATES

~~Securities~~SECURITIES ~~and~~AND ~~Exchange~~EXCHANGE ~~Commission~~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): ~~December~~May 13, ~~2019~~2020

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(b) 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.~~02 Departure~~07 ofSubmission ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Matters ~~Appointment~~to ofa ~~Certain~~Vote ~~Officers; Compensatory Arrangements~~ of ~~Certain~~Security ~~Officers~~Holders.

AtThe aannual shareholder meeting ~~held on December 13, 2019, the Board of Directors~~ (the “~~Board~~Meeting”) of Venture Lending & Leasing VII, Inc. (the “Fund”) ~~ratified~~was held on May 13, 2020, to consider and ~~approved~~vote on the ~~appointment~~election of ~~David~~five R.members ~~Wanek~~of asthe ~~President~~Board of Directors of the Fund (Robert J. Hutter, ~~effective~~John asW. ofGlynn, ~~November~~Scott 11C. Taylor, ~~2019~~Ronald W. ~~Mr.~~ ~~Wanek~~Swenson ~~succeeds~~and Maurice C. Werdegar,) ~~who~~and ~~previously~~the ~~served~~ratification ~~as President~~ of the ~~Fund,~~appointment ~~and~~of ~~who~~Deloitte ~~will~~& ~~remain~~Touche LLP as the Fund’s ~~Chief~~independent ~~Executive~~registered ~~Officer~~public accounting firm for the fiscal year ending on December 31, 2020.

~~Mr.~~On ~~Wanek’s~~March ~~appointment~~20, ~~was~~2020, ~~not~~the ~~made~~record ~~pursuant~~date tofor ~~any~~the ~~arrangement~~Meeting, orthere ~~understanding~~were ~~between~~100,000 Mrshares of Common Stock, $.001 ~~Wanek~~par ~~and~~value ~~any~~(“Shares”) ~~other~~of ~~person.~~the ~~Mr.~~Fund ~~Wanek~~outstanding ~~does~~and ~~not~~entitled ~~have~~to ~~any~~vote. ~~direct~~100% orof ~~indirect~~the ~~material~~Shares ~~interest~~are inowned ~~any~~by ~~transaction~~the ~~required~~Fund’s tosole beshareholder, ~~disclosed~~Venture ~~pursuant~~Lending to& ~~Item~~Leasing ~~404~~VII, LLC (athe “LLC”), the members of ~~Regulation~~which S(“Members”) have pass-K.through Invoting ~~addition~~rights such that the LLC, ~~there~~as ~~are~~the nosole ~~family~~shareholder ~~relationships~~of ~~between~~the ~~Mr.~~Fund, ~~Wanek~~may ~~and~~take ~~any~~no action as shareholder of the Fund’s ~~executive~~without ~~officers~~first orsecuring the approval of the Members. The election of each of the nominated directors required tothe beprior ~~disclosed~~approval ~~pursuant~~of tothe ~~Item~~holders ~~401~~of at least a plurality of the outstanding shares of membership interest of the LLC (dthe “LLC Shares”) and ratification of ~~Regulation~~the ~~S-K.~~appointment ~~Mr.~~of ~~Wanek~~Deloitte & Touche LLP as the Fund’s ~~biographical~~independent ~~information~~registered ispublic ~~set~~accounting ~~forth~~firm ~~below:~~for the fiscal year ending on December 31, 2020 required the prior approval of at least a majority of the outstanding LLC Shares.

~~David~~Three R.hundred ~~Wanek,~~sixty-three ~~46,~~thousand ~~has~~three ~~held~~hundred ~~marketing~~(363,300) ~~business~~out ~~development~~of 375,000 ~~and~~total ~~legal~~outstanding ~~positions~~LLC ~~with VeriSign~~Shares, ~~Wilson~~or ~~Sonsini~~96.88% ~~Goodrich~~of ~~and~~the ~~Rosati~~LLC Shares, ~~and~~were ~~Los~~cast ~~Alamos~~in ~~National~~favor ~~Laboratories.~~of ~~Mr.~~the ~~Wanek~~election ~~earned~~of aeach ~~B.S.~~of ~~from~~the five members of the ~~University~~Board of ~~Kansas,~~Directors anand ~~M.B.A.~~in ~~from~~favor of the ~~Anderson~~ratification ~~School~~of the appointment of ~~Management~~Deloitte at& Touche LLP as the ~~University~~Fund’s ofindependent ~~New~~registered ~~Mexico,~~public ~~and~~accounting afirm Jfor the fiscal year ending on December 31, 2020.D. No ~~from~~LLC ~~Santa~~Shares ~~Clara~~were ~~University~~cast against or withheld for either of the proposals presented at the Meeting. HeConsequently, isthe aLLC ~~member~~cast 100% of the ~~California~~Shares ~~State~~in ~~Bar~~favor of approval of both of the proposals presented at the Meeting.

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/ Judy N. Bornstein
By: /s/ Maurice C. Werdegar	By: /s/ Judy N. Bornstein
Maurice C. Werdegar	Judy N. Bornstein	~~Judy N. Bornstein~~
Chief Executive Officer	Chief Financial Officer	~~Chief Financial Officer~~
Date:	December 18, 2019	Date:	December 18, 2019
Date: May 18, 2020	Date: May 18, 2020

Filing Compare · Venture Lending & Leasing VII, Inc.