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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NANOPHASE TECHNOLOGIES Corp [ NANX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 1,000 | I | Spouse's IRA | |||||||
Common Stock | 59,000 | D | ||||||||
Common Stock | 08/24/2023 | M | 2,500(1) | A | $0.52 | 61,500 | D | |||
Common Stock | 08/24/2023 | S | 2,500(2) | D | $1.005 | 59,000 | D | |||
Common Stock | 08/25/2023 | M | 1,050(1) | A | $0.52 | 60,050 | D | |||
Common Stock | 08/25/2023 | S | 1,050(2) | D | $1.015 | 59,000 | D | |||
Common Stock | 08/28/2023 | M | 500(1) | A | $1 | 59,500 | D | |||
Common Stock | 08/28/2023 | S | 500(2) | D | $1 | 59,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock (right to purchase) | $0.52 | 08/24/2023 | M | 2,500(3) | 02/13/2015(4) | 02/13/2024 | Common Stock | 90,000 | $0.52 | 87,500 | D | ||||
Common Stock (right to purchase) | $0.52 | 08/25/2023 | M | 1,050(3) | 02/13/2015(4) | 02/13/2024 | Common Stock | 87,500 | $0.52 | 86,450 | D | ||||
Common Stock (right to purchase) | $0.52 | 08/28/2023 | M | 500(3) | 02/13/2015(4) | 02/13/2024 | Common Stock | 86,450 | $0.52 | 85,950 | D | ||||
Common Stock (right to purchase) | $0.44 | 02/18/2016(5) | 02/18/2025 | Common Stock | 81,000 | 81,000 | D | ||||||||
Common Stock (right to purchase) | $0.42 | 02/23/2017(5) | 02/23/2026 | Common Stock | 69,000 | 69,000 | D | ||||||||
Common Stock (right to purchase) | $0.68 | 02/21/2018(5) | 02/21/2027 | Common Stock | 81,000 | 81,000 | D | ||||||||
Common Stock (right to purchase) | $0.82 | 05/23/2019(6) | 05/23/2028 | Common Stock | 90,000 | 90,000 | D | ||||||||
Common Stock (right to purchase) | $0.51 | 05/22/2020(4) | 05/22/2029 | Common Stock | 16,500 | 16,500 | D | ||||||||
Common Stock (right to purchase) | $0.45 | 06/18/2021(4) | 06/18/2027 | Common Stock | 90,000 | 90,000 | D | ||||||||
Common Stock (right to purchase) | $4.17 | 12/28/2022(4) | 12/28/2028 | Common Stock | 90,000 | 90,000 | D | ||||||||
Common Stock (right to purchase) | $1.165 | 12/20/2023(5) | 12/20/2029 | Common Stock | 72,000 | 72,000 | D |
Explanation of Responses: |
1. These stock options are set to expire on 02/13/2024. Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker to avoid the loss of these stock option rights. His goal is to have this broker sell shares from this grant, under fixed guidelines, in a regular and measured manner designed to avoid both forfeiture of shares due to expiration, and impacting the stock price due to excessive trading volume. His Plan was approved in advance by the Compensation & Governance Committee of the Nanophase Board of Directors. |
2. If not sold through a 10b5-1 Plan, Nanophase trading blackout periods run from the 25th of the last day of any given quarter until 3 days after earnings are released. In example, for options expiring during the 1st quarter of any given year, trading would be prohibited from December 25th of the prior year, through the release of annual earnings plus 3 business days. Typically, this would reopen trading in early-to-mid March, through March 24th. The next blackout period would begin on March 25th, etc. Given the quantity of shares involved relative to daily trading volume, the limited amount of open trading days available due to trading blackout periods, and looming stock option expirations, Mr. Jankowski established a 10b5-1 Plan to avoid the loss of these rights in a way intended to minimize the impact on Nanophase shareholders. |
3. These stock options are set to expire on 02/13/2024. Mr. Jankowski established a 10b5-1 Plan with an independent broker with a goal of having his broker sell shares from this grant, under fixed guidelines, in a regular and measured manner designed to avoid both forfeiture of shares due to expiration, and impacting the stock price due to excessive trading volume. His Plan was approved in advance by the Compensation & Governance Committee of the Nanophase Board of Directors. |
4. Subject to certain restrictions, beginning on this date, options vest in three equal installments. |
5. Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments. |
6. Subject to certain restrictions, beginning on this date, options vest in three equal annual installments. |
Remarks: |
Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker to avoid the loss of these stock option rights. His goal is to have this broker sell shares from this grant, under fixed guidelines, in a regular and measured manner designed to avoid both forfeiture of shares due to expiration, and impacting the stock price due to excessive trading volume. His Plan was approved in advance by the Compensation & Governance Committee of the Nanophase Board of Directors. Given the quantity of shares involved relative to daily trading volume, the limited amount of open trading days available due to trading blackout periods, and looming stock option expirations, Mr. Jankowski established a 10b5-1 Plan to avoid the loss of these rights in a way intended to minimize the impact on Nanophase shareholders. |
Jess A. Jankowski | 08/28/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |