SC 13D/A 1 nan3d21.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. 20) Nanophase Technologies Corporation (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 630079101 (CUSIP Number) Bradford T. Whitmore 5215 Old Orchard Road, Suite 620 Skokie, Illinois 60077 Telephone: (847) 733-1230 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 2024 (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. [ ] 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 11 Pages 1. Names of Reporting Person 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: 108,141 shares Number of Shares Beneficially 8 Shared Voting Power: 25,358,879 shares (as the manager of Owned by Whitmore Holdings, LLC, the holder of the shares) Each Reporting Shared Voting Power: 23,684,270 shares (as the manager of Person Strandler, LLC, the holder of the shares) With Shared Voting Power: 675,515 shares (as the manager of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares) 9 Sole Dispositive Power: 108,141 shares 10 Shared Dispositive Power: 25,358,879 shares (as the manager of Whitmore Holdings, LLC, the holder of the shares) Shared Dispositive Power: 23,684,270 shares (as the manager of Strandler, LLC, the holder of the shares) Shared Dispositive Power: 675,515 shares (as the manager of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 49,826,805 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) 71.3% 14. Type of Reporting Person (See instructions) IN 3 Schedule 13D/A CUSIP No. 630079101 Page 3 of 11 Pages 1. Names of Reporting Person Grace Investments, LP 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 Delaware Limited Partnership 7 Sole Voting Power: 675,515 shares Number of 0 Shares 8 Shared Voting Power: 0 Beneficially Owned by Each Reporting 9 Sole Dispositive Power: 675,515 shares Person 0 With 10 Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 675,515 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) 1.0% 14. Type of Reporting Person (See instructions) PN 4 Schedule 13D/A CUSIP No. 630079101 Page 4 of 11 Pages 1. Names of Reporting Person INV-GP, LLC 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 Delaware Limited Liability Company 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power: 675,515 shares (as Owned by General Partner of Grace Investments, LP, Each the holder of the shares) Reporting Person 9 Sole Dispositive Power: 0 With 10 Shared Dispositive Power: 675,515 shares (as General Partner of Grace Investments, LP, the holder of the shares) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 675,515 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) 1.0% 14. Type of Reporting Person (See instructions) OO 5 Schedule 13D/A CUSIP No. 630079101 Page 5 of 11 Pages 1. Names of Reporting Person MOBCAT, LLC 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 Delaware Limited Liability Company 7 Sole Voting Power: 0 Number of Shares Beneficially 8 Shared Voting Power: 675,515 shares (as Owned by sole member of INV-GP, LLC, which is the Each General Partner of Grace Investments, LP, Reporting the holder of the shares) Person With 9 Sole Dispositive Power: 0 10 Shared Dispositive Power: 675,515 shares (as sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 675,515 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) 1.0% 14. Type of Reporting Person (See instructions) OO 6 Schedule 13D/A CUSIP No. 630079101 Page 6 of 11 Pages 1. Names of Reporting Person Strandler, LLC 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 Delaware Limited Liability Company 7 Sole Voting Power: 23,684,270 shares Number of Shares Beneficially 8 Shared Voting Power: 0 Owned by Each Reporting 9 Sole Dispositive Power: 23,684,270 shares Person With 10 Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 23,684,270 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) 33.9% 14. Type of Reporting Person (See instructions) OO 7 Schedule 13D/A CUSIP No. 630079101 Page 7 of 11 Pages 1. Names of Reporting Person Whitmore Holdings, LLC 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 Tennessee 7 Sole Voting Power: 25,358,879 shares Number of Shares Beneficially 8 Shared Voting Power: 23,684,270 shares (as the sole Owned by member of Strandler, LLC, the holder of the shares) Each Reporting Shared Voting Power: 675,515 shares (as the sole Person member of MOBCAT, LLC, which is the sole member of With INV-GP, LLC, the General Partner of Grace Investments, LP, the holder of the shares) 9 Sole Dispositive Power: 25,358,879 shares 10 Shared Dispositive Power: 23,684,270 shares (as the sole member of Strandler, LLC, the holder of the shares) Shared Dispositive Power: 675,515 shares (as the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, the General Partner of Grace Investments, LP, the holder of the shares) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 49,718,664 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) 71.2% 14. Type of Reporting Person (See instructions) OO 8 Schedule 13D/A CUSIP No. 630079101 Page 8 of 11 Pages 1. Names of Reporting Person Bradford Whitmore Trust 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 Tennessee 7 Sole Voting Power: 0 Number of Shares Beneficially 8 Shared Voting Power: 25,358,879 shares (as the sole Owned by member of Whitmore Holdings, LLC, the holder of the Each shares) Reporting Person Shared Voting Power: 23,684,270 shares (as the sole With member of Whitmore Holdings, LLC, which is the sole member of Strandler, LLC, the holder of the shares) Shared Voting Power: 675,515 shares (as the sole member Whitmore Holdings, LLC, which is the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares) 9 Sole Dispositive Power: 0 10 Shared Dispositive Power: 25,358,879 shares (as the sole member of Whitmore Holdings, LLC, the holder of the shares) Shared Dispositive Power: 23,684,270 shares (as the sole member of Whitmore Holdings, LLC, which is the sole member of Strandler, LLC, the holder of the shares) Shared Dispositive Power: 675,515 shares (as the sole member Whitmore Holdings, LLC, which is the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 49,718,664 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) 71.2% 14. Type of Reporting Person (See instructions) OO 9 Page 9 of 11 Pages The undersigned hereby amends its Schedule 13D as most recently filed on July 25, 2024 relating to the common stock ("Common Stock") of Nanophase Technologies Corporation, (the "Issuer"). Bradford T. Whitmore, Grace Investments, LP, INV-GP, LLC, MOBCAT, LLC, Strandler, LLC, Whitmore Holdings, LLC and Bradford Whitmore Trust are collectively referred to in this Amendment No. 20 as the "Filers." Effective September 3, 2024, in connection with estate planning activities, Bradford T. Whitmore transferred various direct and indirect interests in the Common Stock of the Issuer to Whitmore Holdings, LLC and Bradford Whitmore Trust. This amendment to Schedule 13D is filed to update the beneficial ownership listed in the previously filed Schedule 13D, as amended, to reflect the applicable transfers. 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 2. Identity and Background (a) This schedule is filed by Bradford T. Whitmore ("Whitmore"), Grace Investments, LP, a Delaware limited partnership ("Grace Investments"), INV-GP, LLC, a Delaware limited liability company ("INV"), MOBCAT, LLC, a Delaware limited liability company ("MOBCAT"), Strandler, LLC, a South Dakota limited liability company ("Strandler"), Whitmore Holdings, LLC ("WHLLC"), a Tennessee limited liability company, and Bradford Whitmore Trust, a trust formed under the laws of the State of Tennessee ("Whitmore Trust" and, collectively with Whitmore, Grace Investments, INV, MOBCAT, Strandler and WHLLC, the "Filers"). Whitmore is the trustee of Whitmore Trust and manager of WHLLC, Strandler, MOBCAT and INV. Whitmore Trust is the sole member of WHLLC. WHLLC is the sole member of MOBCAT, which is the sole member of INV. WHLLC is also the sole member of Strandler. INV is the general partner of Grace Investments. (b) The business address of Grace Investments, INV and Whitmore is 5215 Old Orchard Road, Suite 620, Skokie, Illinois 60077. The business address of Strandler and MOBCAT is 401 3rd Street, #9, Rapid City, South Dakota 57701. The business address of WHLLC and Whitmore Trust is 4615 Churchwood Drive, Nashville, TN 37220. (c) Whitmore's principal occupation is that of being trustee of Whitmore Trust and manager of WHLLC. The principal business of Grace Investments is to purchase, sell, invest, and trade in securities. The principal business of INV is that of being a general partner of Grace Investments. The principal business of MOBCAT is that of being the sole member of INV. The principal business of Strandler is to purchase, sell, invest, and trade in securities. The principal business of WHLLC is that of being a holding company for various interests. The principal business of Whitmore Trust is to own WHLLC and other assets. (d) None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Whitmore is a citizen of the United States. Grace Investments is a Delaware limited partnership. INV is a Delaware limited liability company. MOBCAT is a Delaware limited liability company. Strandler is a South Dakota limited liability company. WHLLC is a Tennessee limited liability company. Whitmore Trust was formed under the laws of the State of Tennessee. 10 Page 10 of 11 Pages Item 5. Interest in Securities of the Issuer (a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 69,860,984 shares of Common Stock reported to be outstanding on August 9, 2024, as set forth in the Issuer's Current Report on Form 10-Q for the three months ended June 30, 2024 filed with the Securities and Exchange Commission. (c) No transactions were effected by the Filers during the past sixty days. (d) No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the Shares. (e) N/A Item 7. Materials to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended by adding the following: Exhibit No. Description 99 Joint Filing Agreement 11 Page 11 of 11 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: September 3, 2024 Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Grace Investments, LP By: INV-GP, LLC Its: General Partner By: MOBCAT, LLC Its: Manager By: Whitmore Holdings, LLC Its: Manager By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Manager MOBCAT, LLC By: Whitmore Holdings, LLC Its: Manager By: /s/ Bradfore T. Whitmore Name: Bradford T. Whitmore Its: Manager Strandler, LLC By: Whitmore Holdings, LLC Its: Manager By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Manager Whitmore Holdings, LLC By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Manager Bradford Whitmore Trust By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Trustee Exhibit 99 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Nanophase Technologies Corporation. Dated: September 3, 2024 Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Grace Investments, LP By: INV-GP, LLC Its: General Partner By: MOBCAT, LLC Its: Manager By: Whitmore Holdings, LLC Its: Manager By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Manager MOBCAT, LLC By: Whitmore Holdings, LLC Its: Manager By: /s/ Bradfore T. Whitmore Name: Bradford T. Whitmore Its: Manager Strandler, LLC By: Whitmore Holdings, LLC Its: Manager By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Manager Whitmore Holdings, LLC By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Manager Bradford Whitmore Trust By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: Trustee