SEC Form 4 · accession 0001593051-18-000005
iPic Entertainment Inc. · IPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Retirement Systems of Alabama
10% Owner
Period of report
Jul 12, 2018
Accepted (ET)
Jul 20, 2018 · 5:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001720201
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock of issuer, par value $0.0001 per shareF1,F3 | Jul 12, 2018 | C | 2,801,433 | — | A | 2,801,433 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Membership Interests in iPic Gold Class Holdings LLCF1,F2,F3 | — | Jul 12, 2018 | D | 2,801,433 | D | — | — | Class A Common Stock of issuer, par value $0.0001 | 2,801,433 | 0 | D |
Explanation of responses
- F1Each 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.
- F2In 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.
- F3The 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.