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Jankowski Jess – ‘4’ for 11/23/22 re: Nanophase Technologies Corp.

On:  Monday, 11/28/22, at 9:35pm ET   ·   For:  11/23/22   ·   As:  Director and Officer   ·   Accession #:  1209191-22-58923   ·   File #:  0-22333

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/28/22  Jankowski Jess                    4          Dir.,Off.   1:20K  Nanophase Technologies Corp.      DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     20K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Form 4 Submission
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  11/23/22
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  883107
Issuer Name:  NANOPHASE TECHNOLOGIES Corp
Issuer Trading Symbol:  NANX
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1184478
Owner Name:  JANKOWSKI JESS
Reporting Owner Address:
Owner Street 1:  1319 MARQUETTE DRIVE
Owner Street 2:
Owner City:  ROMEOVILLE
Owner State:  IL
Owner ZIP Code:  60446
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  President, CEO
Non-Derivative Table:
Non-Derivative Holding:
Security Title:
Value:  Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  1,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Spouse's IRA
Non-Derivative Holding:
Security Title:
Value:  Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  59,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  11/23/22
Footnote ID:  F1
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  M
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  1,500
Transaction Price Per Share:
Value:  0.415
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  60,500
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  11/23/22
Footnote ID:  F2
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  1,500
Transaction Price Per Share:
Value:  1.40
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  59,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  11/25/22
Footnote ID:  F1
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  M
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  3,000
Transaction Price Per Share:
Value:  0.415
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  62,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  11/25/22
Footnote ID:  F2
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  3,000
Transaction Price Per Share:
Value:  1.39
Footnote ID:  F4
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  59,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.415
Transaction Date:
Value:  11/23/22
Footnote ID:  F5
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  M
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  1,500
Transaction Price Per Share:
Value:  0.415
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Value:  2/14/14
Expiration Date:
Value:  2/14/23
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  31,626
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  30,126
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.415
Transaction Date:
Value:  11/25/22
Footnote ID:  F5
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  M
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  3,000
Transaction Price Per Share:
Value:  0.415
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Value:  2/14/14
Expiration Date:
Value:  2/14/23
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  30,126
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  27,126
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.52
Exercise Date:
Value:  2/13/15
Footnote ID:  F6
Expiration Date:
Value:  2/13/24
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  90,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  90,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.44
Exercise Date:
Value:  2/18/16
Footnote ID:  F7
Expiration Date:
Value:  2/18/25
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  81,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  81,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.42
Exercise Date:
Value:  2/23/17
Footnote ID:  F7
Expiration Date:
Value:  2/23/26
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  69,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  69,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.68
Exercise Date:
Value:  2/21/18
Footnote ID:  F7
Expiration Date:
Value:  2/21/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  81,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  81,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.82
Exercise Date:
Value:  5/23/19
Footnote ID:  F8
Expiration Date:
Value:  5/23/28
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  90,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  90,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.51
Exercise Date:
Value:  5/22/20
Footnote ID:  F6
Expiration Date:
Value:  5/22/29
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  16,500
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  16,500
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  0.45
Exercise Date:
Value:  6/18/21
Footnote ID:  F6
Expiration Date:
Value:  6/18/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  90,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  90,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Common Stock (right to purchase)
Conversion or Exercise Price:
Value:  4.17
Exercise Date:
Value:  12/28/22
Footnote ID:  F6
Expiration Date:
Value:  12/28/28
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  90,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  90,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnotes:
Footnote - F1:  These stock options are set to expire on 2/14/23. 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.
Footnote - F2:  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.
Footnote - F3:  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.
Footnote - F4:  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.
Footnote - F5:  These stock options are set to expire on 2/14/23. 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.
Footnote - F6:  Subject to certain restrictions, beginning on this date, options vest in three equal installments.
Footnote - F7:  Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.
Footnote - F8:  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.
Owner Signature:
Signature Name:  Jess A. Jankowski
Signature Date:  11/28/22


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