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Form 4 NANOPHASE TECHNOLOGIES For: Dec 06 Filed by: WHITMORE R JANET

December 8, 2022 8:56 PM EST

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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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OMB Number: 3235-0287
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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)
12/06/2022
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               1,489,055 D  
Common Stock 12/06/2022   M   10,000 A $ 0.415 1,499,055 D  
Common Stock 12/06/2022   P   20,000 A $ 1.22 1,519,055 D  
Common Stock 12/06/2022   P   4,287 A $ 1.21 1,523,342 D  
Common Stock 12/08/2022   P   5,000 A $ 1.15 1,528,342 D  
Common Stock 12/08/2022   P   9,000 A $ 1.13 1,537,342 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) $ 0.415 (4) 12/06/2022   M     10,000 02/14/2014 02/14/2023 Common Stock 10,000 $ 0.415 0 D  
Common Stock (right to purchase) $ 0.52 (5)             02/13/2015 02/13/2024 Common Stock 10,000   10,000 D  
Common Stock (right to purchase) $ 0.44 (4)             02/18/2016 02/18/2025 Common Stock 9,000   9,000 D  
Common Stock (right to purchase) $ 0.42 (4)             02/23/2017 02/23/2026 Common Stock 8,100   8,100 D  
Common Stock (right to purchase) $ 0.9 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 1.05 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 1.18 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 0.84 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 1.85 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 1.1 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 0.99 (6)             11/17/2016 11/17/2026 Common Stock 2,000   2,000 D  
Common Stock (right to purchase) $ 0.68 (5)             02/21/2018 02/21/2027 Common Stock 10,000   10,000 D  
Common Stock (right to purchase) $ 0.82             05/23/2019 (4) 05/23/2028 Common Stock 10,000   10,000 D  
Common Stock (right to purchase) $ 0.51             05/22/2020 (4) 05/22/2029 Common Stock 10,000   10,000 D  
Common Stock (right to purchase) $ 0.45             06/18/2021 (4) 06/18/2027 Common Stock 20,000   20,000 D  
Common Stock (right to purchase) $ 4.17             12/28/2022 (5) 12/28/2028 Common Stock 20,000   20,000 D  
Explanation of Responses:
1. Each share of deferred common stock represents a 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 Compensation Plan.
4. Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments.
5. Beginning on this date, subject to certain restrictions, the stock option vests in three equal annual installments.
6. 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. 2,000 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.
By Jess Jankowski under UPA for R. Janet Whitmore 12/08/2022
** 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.


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