SEC FORM 4

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^*

MCCLUNG JAMES A

(Last)

(First)

(Middle)

1319 MARQUETTE DRIVE

(Street)

ROMEOVILLE

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)
02/21/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								30,071	I	By Wife
Common Stock								17,582	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.36⁽¹⁾							01/31/2012	01/31/2021	Common Stock	12,000		12,000	D
Deferred Common Stock	⁽²⁾							⁽³⁾	⁽³⁾⁽⁴⁾	Common Stock	2,250		21,596	D
Stock Option (right to buy)	$0.3⁽¹⁾							08/07/2013	08/07/2022	Common Stock	12,000		12,000	D
Stock Option (right to buy)	$0.415⁽¹⁾							02/14/2014	02/14/2023	Common Stock	12,000		12,000	D
Stock Option (right to buy)	$0.52							02/13/2015⁽⁵⁾	02/13/2024	Common Stock	12,000		12,000	D
Stock Option (right to buy)	$0.44							02/18/2016⁽⁶⁾	02/18/2025	Common Stock	10,800		10,800	D
Stock Option (right to buy)	$0.42							02/23/2017⁽¹⁾	02/23/2026	Common Stock	9,720		9,720	D
Stock Option (right to buy)	$0.9⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Stock Option (right to buy)	$1.05⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Stock Option (right to buy)	$1.18⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Stock Option (right to buy)	$0.84⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Stock Option (right to buy)	$1.85⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Stock Option (right to buy)	$1.1⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Stock Option (right to buy)	$0.99⁽⁷⁾							11/17/2016	11/17/2026	Common Stock	2,250⁽⁷⁾		2,250	D
Common Stock (right to buy)	$0.68	02/21/2017		A		12,000		02/21/2018⁽⁵⁾	02/21/2027	Common Stock	12,000	$0.68	12,000	D

Explanation of Responses:

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

2. Each share of deferred common stock represents a right to receive one share of common stock.

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

4. Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive a cumulative total of 21,596 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensation Plan.

5. Beginning on this date, and subject to certain restrictions, the stock options vest in three equal annual installments.

6. Beginning on this date, and subject to certain restrictions, options vest in three equal annual installments.

7. 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. 2,250 were issued with an exercise price of $0.90, 2,250 were issued with an exercise price of $1.05, 2,250 were issued with an exercise price of $1.18, 2,250 were issued with an exercise price of $0.84, 2,250 were issued with an exercise price of $1.85, 2,250 were issued with an exercise price of $1.10, and 2,250 were issued with an exercise price of $0.99.

Remarks:

	By Jess Jankowski under UPA for James A. McClung	02/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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