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Form 4 NANOPHASE TECHNOLOGIES For: Nov 23 Filed by: JANKOWSKI JESS

November 28, 2022 9:36 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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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 *
JANKOWSKI JESS

(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
X Officer (give title below) Other (specify below)
President, CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2022
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               1,000 I Spouse's IRA
Common Stock               59,000 D  
Common Stock 11/23/2022 (1)   M   1,500 A $ 0.415 (1) 60,500 D  
Common Stock 11/23/2022 (2)   S   1,500 D $ 1.4 (3) 59,000 D  
Common Stock 11/25/2022 (1)   M   3,000 A $ 0.415 62,000 D  
Common Stock 11/25/2022 (2)   S   3,000 D $ 1.39 (4) 59,000 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
Common Stock (right to purchase) $ 0.415 11/23/2022 (5)   M     1,500 02/14/2014 02/14/2023 Common Stock 31,626 $ 0.415 30,126 D  
Common Stock (right to purchase) $ 0.415 11/25/2022 (5)   M     3,000 02/14/2014 02/14/2023 Common Stock 30,126 $ 0.415 27,126 D  
Common Stock (right to purchase) $ 0.52             02/13/2015 (6) 02/13/2024 Common Stock 90,000   90,000 D  
Common Stock (right to purchase) $ 0.44             02/18/2016 (7) 02/18/2025 Common Stock 81,000   81,000 D  
Common Stock (right to purchase) $ 0.42             02/23/2017 (7) 02/23/2026 Common Stock 69,000   69,000 D  
Common Stock (right to purchase) $ 0.68             02/21/2018 (7) 02/21/2027 Common Stock 81,000   81,000 D  
Common Stock (right to purchase) $ 0.82             05/23/2019 (8) 05/23/2028 Common Stock 90,000   90,000 D  
Common Stock (right to purchase) $ 0.51             05/22/2020 (6) 05/22/2029 Common Stock 16,500   16,500 D  
Common Stock (right to purchase) $ 0.45             06/18/2021 (6) 06/18/2027 Common Stock 90,000   90,000 D  
Common Stock (right to purchase) $ 4.17             12/28/2022 (6) 12/28/2028 Common Stock 90,000   90,000 D  
Explanation of Responses:
1. These stock options are set to expire on 02/14/2023. 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 guidleines, 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.
3. The price reported is a weighted average price. These shares were sold through multiple transactions, five in all, at prices ranging from $1.40 to $1.40.
4. The price reported is a weighted average price. These shares were sold through multiple transactions, four in all, at prices ranging from $1.35 to $1.41.
5. These stock options are set to expire on 02/14/2023. Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker. His goal is to have this broker sell shares from this grant, under fixed guidleines, 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.
6. Subject to certain restrictions, beginning on this date, options vest in three equal installments.
7. Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.
8. Subject to certain restrictions, beginning on this date, options vest in three equal annual installments.
Remarks:
Mr. Jankowski established a 10b5-1 Plan with an independent broker with a goal of having shares from this grant sold, under fixed guidleines, 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. The maturity of these rights cannot be extended beyond the IRS statutory limit of ten years.
Jess A. Jankowski 11/28/2022
** 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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