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

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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^*

WHITMORE R JANET

(Last)

(First)

(Middle)

1319 MARQUETTE DRIVE

(Street)

ROMEOVILLE

IL

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2024

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	05/31/2024		P		4,718	A	$1.6	1,874,203⁽¹⁾	D
Common Stock	06/03/2024		P		5,000	A	$1.5992	1,879,203	D
Common Stock	06/03/2024		P		400	A	$1.6	1,879,603	D
Common Stock	06/04/2024		P		10,669	A	$1.5667	1,890,272	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)
Deferred Common Stock	⁽²⁾							⁽³⁾	⁽³⁾⁽⁴⁾	Common Stock	20,030		20,030	D
Common Stock (right to purchase)	$0.9⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.05⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.18⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$0.84⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.85⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.1⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$0.99⁽⁵⁾							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$0.68							02/21/2018⁽⁶⁾	02/21/2027	Common Stock	10,000		10,000	D
Common Stock (right to purchase)	$0.82							05/23/2019⁽⁶⁾	05/23/2028	Common Stock	10,000		10,000	D
Common Stock (right to purchase)	$0.45							06/18/2021⁽⁶⁾	06/18/2027	Common Stock	6,667		6,667	D
Common Stock (right to purchase)	$4.17							12/28/2022⁽⁶⁾	12/28/2028	Common Stock	20,000		20,000	D
Common Stock (right to purchase)	$1.165							12/20/2023⁽⁶⁾	12/20/2029	Common Stock	20,000		20,000	D
Common Stock (right to purchase)	$0.61							12/27/2024⁽⁶⁾	12/27/2030	Common Stock	12,600		12,600	D

Explanation of Responses:

1. This total includes 182,433 shares of Nanophase common stock purchased by Ms. Whitmore through the Company's Rights Offering. This transaction was recorded and filed in a Form 4 on 2/13/2024, but the new shares were not included in subsequent cumulative shares owned subsequent to that time.

2. Each share of deferred common stock represents the right to receive one share of common stock.

3. The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.

4. Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive a cumulative total of 20,030 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensaion Plan.

5. The stock appreciation rights payable upon the reporting person's termination of service as a director of the Company were terminated, with stock options issued at identical exercise prices to the conversion prices of the respective stock appreciation rights. Two-thousand shares were issued with an exercise price of $0.90, 2,000 were issued with an exercise price of $1.05, 2,000 were issued with an exercise price of $1.18, 2,000 were issued with an exercise price of $0.84, 2,000 were issued with an exercise price of $1.85. 2,000 were issued with an exercise price of $1.10, and 2,000 were issued with an exercise price of $0.99.

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

	/s/ Jess Jankowski under UPA for R. Janet Whitmore	06/04/2024
	** 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).
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