Whitmore R Janet Form 4 NANOPHASE TECHNOLOGIES / R JANET WHITMORE ownership change

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).

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)
09/23/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/23/2024		P		26,000(1)	A	$1.59	1,979,909	D
Common Stock	09/24/2024		P		23,150(2)	A	$1.6	2,003,059	D
Common Stock	09/24/2024		P		200	A	$1.59	2,003,259	D
Common Stock	09/24/2024		P		550	A	$1.55	2,003,809	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Common Stock	(3)							(4)	(4)(5)	Common Stock	20,030		20,030	D
Common Stock (right to purchase)	$0.9(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.05(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.18(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$0.84(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.85(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$1.1(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$0.99(6)							11/17/2016	11/17/2026	Common Stock	2,000		2,000	D
Common Stock (right to purchase)	$0.68							02/21/2018(7)	02/21/2027	Common Stock	10,000		10,000	D
Common Stock (right to purchase)	$0.82							05/23/2019(7)	05/23/2028	Common Stock	10,000		10,000	D
Common Stock (right to purchase)	$0.45							06/18/2021(7)	06/18/2027	Common Stock	6,667		6,667	D
Common Stock (right to purchase)	$4.17							12/28/2022(7)	12/28/2028	Common Stock	20,000		20,000	D
Common Stock (right to purchase)	$1.165							12/20/2023(7)	12/20/2029	Common Stock	20,000		20,000	D
Common Stock (right to purchase)	$0.61							12/27/2024(7)	12/27/2030	Common Stock	12,600		12,600	D

Explanation of Responses:

1. The purchase of these 26,000 shares was made through 10 trades, all at $1.59/share. The trades were made throughout the day, with the smallest purchases (3 different transactions) being 100 shares and the largest being 6,000 shares. The average purchased amount among these transactions was 2,600 shares.

2. The purchase of these 23,150 shares was made through 3 trades, all at $1.60/share. The trades amounted to 3,000, 20,050, and 100 shares, respectively.

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

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

5. 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.

6. 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.

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

	/s/ Jess Jankowski under UPA for R. Janet Whitmore	09/25/2024
	** Signature of Reporting Person	Date
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