| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2018 | 3. Issuer Name and Ticker or Trading Symbol iPic Entertainment Inc. [ IPIC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Membership Interests in iPic Gold Class Holdings LLC | (1)(2) | (1)(2) | Class A Common Stock | 220,629 | (1)(2) | I | See footnote(3) |
| Explanation of Responses: |
| 1. Each Membership Interest in iPic Gold Class Holdings LLC (the "LLC Interest") held by the reporting person is 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 equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications), at the option of the issuer. In the event the reporting person elects to redeem the LLC Interest, the issuer may, at its option, instead effect a direct exchange of cash or Class A Common Stock for such LLC Interest in lieu of such a redemption. |
| 2. In addition, the reporting person was issued an equivalent number of shares of Class B Common Stock of the issuer equal to the number of LLC Interests reported above. Such Class B Common Stock has a voting interest in the issuer, but no economic interest. When the reporting person redeems or exchanges the reporting person's LLC Interests for shares of Class A Common Stock or for cash, iPic Entertainment Inc. will cancel a number of shares of Class B Common Stock equal to the number of LLC Interests so redeemed or exchanged. |
| 3. These LLC Interests are held by PVR Limited, of which the reporting person is named as the promoter stockholder. In such capacity, the reporting person may be deemed to have voting and dispositive power over these shares, but the reporting person disclaims beneficial ownership of these shares. |
| /s/ Paul Safran, Attorney-in-Fact for Ajay Bijli | 01/31/2018 | |
| ** 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 5 (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. | ||
