| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol iPic Entertainment Inc. [ IPIC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/12/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock of issuer, par value $0.0001 per share | 07/12/2018 | C | 2,801,433(1)(3) | A | (1) | 2,801,433(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Membership Interests in iPic Gold Class Holdings LLC | (1) | 07/12/2018 | D | 2,801,433(1)(2)(3) | (1) | (1) | Class A Common Stock of issuer, par value $0.0001 | 2,801,433(1)(3) | (1) | 0(1)(2)(3) | D | ||||
| Explanation of Responses: |
| 1. Each Membership Interest in iPic Gold Class Holdings LLC (the "LLC Interest") held by the reporting person was originally redeemable by the reporting person for either (i) newly-issued shares of Class A Common Stock of the issuer, par value $0.0001 per share (the "Class A Common Stock"), on a one-for-one basis, or (ii) a cash payment. In the event that the reporting person elected to redeem the interest, the issuer had the right to effect a direct exchange of cash or Class A Common Stock for the LLC Interests. The reporting person elected to redeem its LLC Interests, and the issuer then elected a direct exchange for Class A Common Stock (the "Exchange"). Pursuant to the Exchange, effective July 12, 2018, the reporting person assigned 100% of its LLC Interests to the issuer in exchange for a corresponding number of shares of the issuer's Class A Common Stock. |
| 2. In addition, the reporting person was originally issued an equivalent number of shares of Class B Common Stock of the issuer equal to the number of LLC Interests it held. Such Class B Common Stock has a voting interest in the issuer, but no economic interest. As a result of the Exchange, on July 12, 2018, the issuer cancelled all of the Class B Common Stock owned by the reporting person. |
| 3. The Retirement System of Alabama "RSA"), the filing person, is a public pension plan statutorily formed under the laws of the State of Alabama. RSA consists of the Teachers' Retirement System of Alabama ("TRS") and the Employees' Retirement System of Alabama ("ERS") which includes and administers the Judicial Retirement Fund. Each system is considered a body corporate of the State of Alabama and they are referred to collectively for financial reporting purposes as "RSA". While each system has distinct boards of control, they share executive management and certain other services. In particular, the investment decisions for each system are made by RSA's investment staff. TRS has redeemed its LLC Interests for 1,876,960 shares of Class A Common Stock of the issuer, which is the total amount of securities of the issuer held by TRS. ERS has redeemed its LLC Interests for 924,473 shares of Class A Common Stock of the issuer, which is the total amount of securities of the issuer held by ERS. |
| /s/ David Bronner as CEO | 07/20/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
