Nanophase Technologies Corporation

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:05

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WHITMORE R JANET
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)
(Last) (First) (Middle)
1319 MARQUETTE DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
10/29/2024
(Street)
ROMEOVILLE, IL 60446 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 2,003,809 D
Common Stock 10/29/2024 P 2,000 A $0.90 2,005,809 D
Common Stock 10/29/2024 P 2,000 A $1.05 2,007,809 D
Common Stock 10/29/2024 P 2,000 A $1.18 2,009,809 D
Common Stock 10/29/2024 P 2,000 A $0.84 2,011,809 D
Common Stock 10/29/2024 P 2,000 A $1.10 2,013,809 D
Common Stock 10/29/2024 P 2,000 A $0.99 2,015,809 D
Common Stock 10/29/2024 P 10,000 A $0.68 2,025,809 D
Common Stock 10/29/2024 P 10,000 A $0.82 2,035,809 D
Common Stock 10/29/2024 P 6,667 A $0.45 2,042,476 D
Common Stock 10/29/2024 P 6,666 A $1.165 2,049,142 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Deferred Common Stock (1) (2) (2)(3) Common Stock 20,030 20,030 D
Common Stock (Right to Buy) $0.90(4) 10/29/2024 M 2,000 11/17/2017 11/17/2026 Common Stock 2,000 $0.90 0 D
Common Stock (right to purchase) $1.85(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D
Common Stock (Right to Buy) $1.05(4) 10/29/2024 M 2,000 11/17/2017 11/17/2026 Common Stock 2,000 $1.05 0 D
Common Stock (Right to Buy) $1.18(4) 10/29/2024 M 2,000 11/17/2017 11/17/2026 Common Stock 2,000 $1.18 0 D
Common Stock (Right to Buy) $0.84(4) 10/29/2024 M 2,000 11/17/2017 11/17/2026 Common Stock 2,000 $0.84 0 D
Common Stock (Right to Buy) $1.10(4) 10/29/2024 M 2,000 11/17/2017 11/17/2026 Common Stock 2,000 $1.10 0 D
Common Stock (Right to Buy) $0.99(4) 10/29/2024 M 2,000 11/17/2017 11/17/2026 Common Stock 2,000 $0.99 0 D
Common Stock (Right to Buy) $0.68 10/29/2024 M 10,000 02/21/2018(5) 02/21/2027 Common Stock 10,000 $0.68 0 D
Common Stock (right to purchase) $4.17 12/28/2022(5) 12/28/2028 Common Stock 20,000 20,000 D
Common Stock (Right to Buy) $0.82 10/29/2024 M 10,000 05/23/2019(5) 05/23/2028 Common Stock 10,000 $0.82 0 D
Common Stock (Right to Buy) $0.45 10/29/2024 M 6,667 06/18/2021(5) 06/18/2027 Common Stock 6,667 $0.45 0 D
Common Stock (right to purchase) $0.61 12/27/2024(5) 12/27/2030 Common Stock 12,600 12,600 D
Common Stock (Right to Buy) $1.165 10/29/2024 M 20,000 12/20/2023(5) 12/20/2029 Common Stock 6,667 $1.165 13,334 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHITMORE R JANET
1319 MARQUETTE DRIVE
ROMEOVILLE, IL 60446 		X

Signatures

/s/ Jess Jankowski, Under UPA for R. Janet Whitmore 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of deferred common stock represents the right to receive one share of common stock.
(2) The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.
(3) 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.
(4) 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.
(5) Subject to certain restrictions, beginning on this date, options vest in three equal annual installments.

Remarks:
This report is being filed late, due to an administrative error on the part of the Company. Ms. Whitmore paid all funds due the Company and complied with all required Company policies on October 29,2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.