|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
| JANKOWSKI JESS |
|
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
|
|
|
1319 MARQUETTE DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2022 |
|
ROMEOVILLE, IL 60446 |
4. If Amendment, Date 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 |
|
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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 Underlying Securities
(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 of Derivative Security: 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 |
|
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
JANKOWSKI JESS
1319 MARQUETTE DRIVE
ROMEOVILLE, IL 60446 |
X
|
|
President, CEO |
|
Signatures
| Jess A. Jankowski | |
11/28/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
