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)
05/17/2024
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 05/17/2024 P 2,437 A $1.4 1,661,612 D
Common Stock 05/20/2024 P 5,100 A $1.48 1,666,712 D
Common Stock 05/20/2024 P 1,300 A $1.47 1,668,012 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 (1) (2) (2)(3) Common Stock 20,030 20,030 D
Common Stock (right to purchase) $0.9(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D
Common Stock (right to purchase) $1.05(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D
Common Stock (right to purchase) $1.18(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D
Common Stock (right to purchase) $0.84(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 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 purchase) $1.1(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D
Common Stock (right to purchase) $0.99(4) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D
Common Stock (right to purchase) $0.68 02/21/2018(5) 02/21/2027 Common Stock 10,000 10,000 D
Common Stock (right to purchase) $0.82 05/23/2019(5) 05/23/2028 Common Stock 10,000 10,000 D
Common Stock (right to purchase) $0.45 06/18/2021(5) 06/18/2027 Common Stock 6,667 6,667 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 purchase) $1.165 12/20/2023(5) 12/20/2029 Common Stock 20,000 20,000 D
Common Stock (right to purchase) $0.61 12/27/2024(5) 12/27/2030 Common Stock 12,600 12,600 D
Explanation of Responses:
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.
/s/ Jess Jankowski under UPA for R. Janet Whitmore 05/21/2024
** Signature of Reporting Person Date
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