SEC Form 3

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* Retirement Systems of Alabama (Last) (First) (Middle) P.O. BOX 302150 (Street) MONTGOMERY AL 36130-2150 (City) (State) (Zip)	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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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 of issuer, par value $0.0001 per share	(3)	(1)(2)	D

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 his, her or its 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. The Retirement Systems 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 may redeem its membership interests in iPic Gold Class Holdings for 1,876,960 shares of Class A Common Stock of issuer. ERS may redeem its membership interests in iPic Gold Class Holdings for 924,473 shares of Class A Common Stock of issuer.

	/s/ David Bronner as CEO	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).
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