Sec Form 3 Filing - Bijli Ajay @ iPic Entertainment Inc. - 2018-01-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bijli Ajay 2. Issuer Name and Ticker or Trading Symbol iPic Entertainment Inc. [ IPIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) IPIC ENTERTAINMENT INC., MIZNER PARK, 433 PLAZA REAL, STE. 335 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2018 (Street) BOCA RATON, FL33432 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 220,629 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bijli Ajay IPIC ENTERTAINMENT INC. MIZNER PARK, 433 PLAZA REAL, STE. 335 BOCA RATON, FL33432 X Signatures /s/ Paul Safran, Attorney-in-Fact for Ajay Bijli 01/31/2018 Signature of Reporting Person Date

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.

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).

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