1-A
LIVE
0001983146
XXXXXXXX
Masterworks Vault 3, LLC
DE
2023
0001983146
7380
93-1920406
0
0
1 World Trade Center
57th Floor
New York
NY
10007
203-518-5172
Joshua B. Goldstein
Other
5400.00
0.00
0.00
0.00
5400.00
0.00
0.00
0.00
5400.00
5400.00
0.00
0.00
0.00
0.00
0.00
0.00
AGD Legal, S. C.
Series Membership Interests
2575847
000000000
NONE
Series Membership Interests
0
000000000
NONE
None
0
000000000
NONE
true
true
Tier2
Audited
Equity (common or preferred stock)
Y
Y
N
N
Y
N
157113
2575847
20.0000
3142260.00
0.00
10230260.00
0.00
13372520.00
N/A
0.00
N/A
0.00
N/A
0.00
AGD Legal, S. C.
43350.00
N/A
0.00
N/A
0.00
N/A
12050.00
13372520.00
Estimated net proceeds of $3,142,260.00 do not include any offering fees, as all fees in connection with this offering are paid by Masterworks. Includes $3,256,380 of sales made under the Prior Offering Statement after July 28, 2026; see 'Risk Factors.'
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Masterworks Vault 3, LLC
Series Membership Interests
517061
12619
During the 12 month period ended October 14, 2026, the Company issued an aggregate of 517,061 Class A shares of its series for aggregate consideration of approximately $10,341,220, as follows: (i) 504,442 Class A shares were sold pursuant to Regulation A at the offering price of $20.00 per share, for aggregate gross proceeds of $10,088,840. These include the Post-Expiration Sales described under "Risk Factors." (ii) 11,995 Class A shares were issued to Masterworks, upon its transfer of such shares to third parties, in exchange for the same number of SPC Preferred shares of segregated portfolios of Masterworks Cayman, SPC on a one-for-one basis. The Company received no additional consideration. The SPC Preferred shares exchanged had been issued to Masterworks as compensation for management services, as described in the entry for Masterworks Cayman, SPC, and had a carrying value of $239,900. (iii) 624 Class A shares of Series 492 that remained unsold at its final closing were issued to Masterworks in satisfaction of its advance and the Expense Allocation, at $20.00 per share, for aggregate consideration of $12,480.
See (c)(1).
Masterworks Cayman, SPC
Segregated Portfolio Company Preferred Shares
32469
32469
32,469 Segregated Portfolio Company Preferred Shares ("SPC Preferred shares"), all of which were issued to Masterworks as compensation for management services, at a rate of 1.5% per annum of the total SPC shares of such applicable segregated portfolio outstanding, for an aggregate value of approximately $656,934 during the applicable 12-month period, based on the greater of (i) the net asset value of such SPC Preferred shares or (ii) the liquidation preference of such shares, which is $20.00 per share. 11,995 of these SPC Preferred shares were exchanged during the applicable 12-month period for Class A shares of the Company, as described above.
See (c)(1).
The foregoing issuances were pursuant to Regulation A (Tier 2) and Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.