Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JANKOWSKI JESS

(Last)

(First)

(Middle)

1319 MARQUETTE DRIVE

(Street)

ROMEOVILLE

60446

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NANOPHASE TECHNOLOGIES Corp [ NANX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2023

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,000	I	Spouse's IRA
Common Stock								59,000	D
Common Stock	08/24/2023		M		2,500⁽¹⁾	A	$0.52	61,500	D
Common Stock	08/24/2023		S		2,500⁽²⁾	D	$1.005	59,000	D
Common Stock	08/25/2023		M		1,050⁽¹⁾	A	$0.52	60,050	D
Common Stock	08/25/2023		S		1,050⁽²⁾	D	$1.015	59,000	D
Common Stock	08/28/2023		M		500⁽¹⁾	A	$1	59,500	D
Common Stock	08/28/2023		S		500⁽²⁾	D	$1	59,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (right to purchase)	$0.52	08/24/2023		M			2,500⁽³⁾	02/13/2015⁽⁴⁾	02/13/2024	Common Stock	90,000	$0.52	87,500	D
Common Stock (right to purchase)	$0.52	08/25/2023		M			1,050⁽³⁾	02/13/2015⁽⁴⁾	02/13/2024	Common Stock	87,500	$0.52	86,450	D
Common Stock (right to purchase)	$0.52	08/28/2023		M			500⁽³⁾	02/13/2015⁽⁴⁾	02/13/2024	Common Stock	86,450	$0.52	85,950	D
Common Stock (right to purchase)	$0.44							02/18/2016⁽⁵⁾	02/18/2025	Common Stock	81,000		81,000	D
Common Stock (right to purchase)	$0.42							02/23/2017⁽⁵⁾	02/23/2026	Common Stock	69,000		69,000	D
Common Stock (right to purchase)	$0.68							02/21/2018⁽⁵⁾	02/21/2027	Common Stock	81,000		81,000	D
Common Stock (right to purchase)	$0.82							05/23/2019⁽⁶⁾	05/23/2028	Common Stock	90,000		90,000	D
Common Stock (right to purchase)	$0.51							05/22/2020⁽⁴⁾	05/22/2029	Common Stock	16,500		16,500	D
Common Stock (right to purchase)	$0.45							06/18/2021⁽⁴⁾	06/18/2027	Common Stock	90,000		90,000	D
Common Stock (right to purchase)	$4.17							12/28/2022⁽⁴⁾	12/28/2028	Common Stock	90,000		90,000	D
Common Stock (right to purchase)	$1.165							12/20/2023⁽⁵⁾	12/20/2029	Common Stock	72,000		72,000	D

Explanation of Responses:

1. These stock options are set to expire on 02/13/2024. Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker to avoid the loss of these stock option rights. His goal is to have this broker sell shares from this grant, under fixed guidelines, in a regular and measured manner designed to avoid both forfeiture of shares due to expiration, and impacting the stock price due to excessive trading volume. His Plan was approved in advance by the Compensation & Governance Committee of the Nanophase Board of Directors.

2. If not sold through a 10b5-1 Plan, Nanophase trading blackout periods run from the 25th of the last day of any given quarter until 3 days after earnings are released. In example, for options expiring during the 1st quarter of any given year, trading would be prohibited from December 25th of the prior year, through the release of annual earnings plus 3 business days. Typically, this would reopen trading in early-to-mid March, through March 24th. The next blackout period would begin on March 25th, etc. Given the quantity of shares involved relative to daily trading volume, the limited amount of open trading days available due to trading blackout periods, and looming stock option expirations, Mr. Jankowski established a 10b5-1 Plan to avoid the loss of these rights in a way intended to minimize the impact on Nanophase shareholders.

3. These stock options are set to expire on 02/13/2024. Mr. Jankowski established a 10b5-1 Plan with an independent broker with a goal of having his broker sell shares from this grant, under fixed guidelines, in a regular and measured manner designed to avoid both forfeiture of shares due to expiration, and impacting the stock price due to excessive trading volume. His Plan was approved in advance by the Compensation & Governance Committee of the Nanophase Board of Directors.

4. Subject to certain restrictions, beginning on this date, options vest in three equal installments.

5. Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.

6. Subject to certain restrictions, beginning on this date, options vest in three equal annual installments.

Remarks:

Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker to avoid the loss of these stock option rights. His goal is to have this broker sell shares from this grant, under fixed guidelines, in a regular and measured manner designed to avoid both forfeiture of shares due to expiration, and impacting the stock price due to excessive trading volume. His Plan was approved in advance by the Compensation & Governance Committee of the Nanophase Board of Directors. Given the quantity of shares involved relative to daily trading volume, the limited amount of open trading days available due to trading blackout periods, and looming stock option expirations, Mr. Jankowski established a 10b5-1 Plan to avoid the loss of these rights in a way intended to minimize the impact on Nanophase shareholders.

	Jess A. Jankowski	08/28/2023
	** 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.