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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

                               Form 13F Cover Page

Report for the Calendar Year or Quarter Ended: March 31, 2013

Check here if Amendment [ ]; Amendment Number: ________________

This Amendment (Check only one.): [ ] is a restatement.
                                  [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    Deer VII & Co. Ltd.
Address: c/o Bessemer Venture Partners
         1865 Palmer Avenue
         Larchmont, NY 10583

Form 13F File Number: 28-15362

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  J. Edmund Colloton
Title: Executive Manager
Phone: 914-833-5300

Signature, Place, and Date of Signing:

/s/ J. Edmund Colloton           Larchmont, New York       May 14, 2013
------------------------         -------------------       ------------

Report Type (Check only one.)

[X]  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
     are reported in this report.)

[ ]  13F NOTICE. (Check here if no holdings reported are in this report, and all
     holdings are reported by other reporting manager(s).)

[ ]  13F COMBINATION REPORT. (Check here if a portion of the holdings of this
     reporting manager is reported in this report and a portion is reported by
     other reporting manager(s).)

List of other managers reporting for this manager: NONE.

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                              FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:      1

Form 13F Information Table Entry Total: 2

Form 13F Information Table Value Total: $27,603 (x 1000)

List of Other Included Managers:

Provide a numbered list of name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

No.    Form 13F File Number     Name
---    ---------------------    --------------------
1      28-15361                 Deer VII & Co. L.P.

FORM 13F

Page 2 of 3        Name of Reporting Manager: Deer VII & Co. Ltd.





ITEM 1:           ITEM 2:    ITEM 3:   ITEM 4:  ITEM 5:             ITEM 6:  ITEM 7:           ITEM 8:
                 TITLE OF               VALUE   SHRS OR  SH/ PUT/ INVESTMENT  OTHER     ---VOTING AUTHORITY---
NAME OF ISSUER     CLASS      CUSIP   (x$1000)  PRN AMT  PRN CALL DISCRETION MANAGERS    SOLE      SHARED   NONE
                                                                          
INSMED INC     COM PAR $.01 457669307    8,409 1,139,740 SH         DEFINED         1  1,139,740
VERASTEM INC        COM     92337C104   19,194 1,995,237 SH         DEFINED         1  1,995,237