SC 13D/A 1 nan3d8.txt SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Nanophase Technologies Corporation (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 630079101 (CUSIP Number) Jerald A. Trannel 407 S. Third Street, Suite 230 Geneva, Illinois 60134 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2012 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 Schedule 13D/A CUSIP No. 630079101 Page 2 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States 7 Sole Voting Power Number of 5,482,311 shares Shares Beneficially 8 Shared Voting Power Owned by 5,456,628 shares Each Reporting 9 Sole Dispositive Power Person 5,482,311 shares With 10 Shared Dispositive Power 5,456,628 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,938,939 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 38.4% 14. Type of Reporting Person (See instructions) IN 3 Schedule 13D/A CUSIP No. 630079101 Page 3 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Investments, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 601,410 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 601,410 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 601,410 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 2.1% 14. Type of Reporting Person (See instructions) PN, 4 Schedule 13D/A CUSIP No. 630079101 Page 4 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 4,855,218 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,855,218 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,855,218 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 17.1% 14. Type of Reporting Person (See instructions) PN 5 Schedule 13D/A CUSIP No. 630079101 Page 5 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Corporation 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 5,456,628 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 5,456,628 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,456,628 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 19.2% 14. Type of Reporting Person (See instructions) CO 6 Page 6 of 7 Pages The undersigned hereby amends its Schedule 13D as filed on September 19, 2003 and as previously amended relating to the Common Stock of Nanophase Technologies Corporation. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D remains unchanged. Item 4. Purpose of Transaction On July 24, 2012, Whitmore, Grace and Grace Investments participated in a stockholder rights offering of the Company. Whitmore purchased 2,737,959 shares of Common Stock from the Company at a price of $0.33 per share. Grace purchased 2,433,299 shares of Common Stock from the Company at a price of $0.33 per share. Grace Investments purchased 301,410 shares of Common Stock at a price of $0.33 per share. The Filers have no plans or proposals which relate to, or would result in, any of the matters referred to in Paragraphs (a) through (j), inclusive, of Item 4 of the Schedule 13D. The Filers may, at any time and from time to time, review or reconsider their investment in the Company and formulate plans or proposals with respect thereto, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer (a) As of the date of this filing, Grace beneficially owns 4,855,218 shares of Common Stock, representing approximately 17.1% of the outstanding shares of Common Stock. Grace Investments beneficially owns 601,410 shares of Common Stock, representing approximately 2.1% of the outstanding shares of Common Stock. As general partner of Grace and Grace Investments, Spurgeon may be deemed the beneficial owner of 5,456,628 shares of Common Stock, or 19.2% of the outstanding shares of Common Stock, although Spurgeon otherwise disclaims beneficial ownership. As General partner of Grace and Grace Investments, Whitmore may be deemed the beneficial owner of 10,938,939 shares of Common Stock, representing 5,456,628 shares of stock held indirectly and 5,482,311 shares of Common Stock as direct beneficial owner, or 38.4% of the outstanding shares of Common Stock. (b) Grace: shared voting power (with Whitmore and Spurgeon) 4,855,218 Shares of Common Stock Grace Investments: shared voting power (with Whitmore and Spurgeon) 601,410 Shares of Common Stock Whitmore: shared voting power (with Grace, Grace Investments and Spurgeon) 5,456,628 Shares of Common Stock; and sole voting power 5,482,311 Shares of Common Stock Spurgeon: shared voting power (with Grace, Grace Investments, and Whitmore) 5,456,628 Shares of Common Stock (c) The transactions effected by the Filers during the past sixty days are set forth in Schedule A. 7 Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement with respect to it is true, complete and correct. Dated: August 2, 2012 Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Spurgeon Corporation By: /s/ Jerald A. Trannel Name: Jerald A. Trannel Its: Vice President SCHEDULE A TRADE ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP. EFFECTED BY GRACE BROTHERS, LTD. FOR THE PREVIOUS 60 DAYS.
Amount of Price per Date Security Shares Share Purchased 07/24/2012 Common Stock 2,433,299 $0.33
TRADE ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP. EFFECTED BY BRADFORD T. WHITMORE FOR THE PREVIOUS 60 DAYS.
Amount of Price per Date Security Shares Share Purchased 07/24/2012 Common Stock 2,737,959 $0.33
TRADE ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP. EFFECTED BY GRACE INVESTMENTS, LTD. FOR THE PREVIOUS 60 DAYS.
Amount of Price per Date Security Shares Share Purchased 07/24/2012 Common Stock 301,410 $0.33