FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
WHITMORE R JANET
 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)
(Last)
(First)
(Middle)

1319 MARQUETTE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2023
(Street)

ROMEOVILLE, IL 60446
(City)
(State)
(Zip)
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

       1,618,337D 

Common Stock

05/23/2023 P 3,828A $1.121,622,165D 

Common Stock

05/25/2023 P 20,000A $1.141,642,165D 


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 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

Deferred Common Stock

 (1)         (2)   (2) (3)

Common Stock

20,030 20,030D 

Common Stock (right to purchase)

 $0.9 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $1.05 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $1.18 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $0.84 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $1.85 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $1.1 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $0.99 (4)       11/17/201611/17/2026

Common Stock

2,000 2,000D 

Common Stock (right to purchase)

 $0.68 (5)       02/21/201802/21/2027

Common Stock

10,000 10,000D 

Common Stock (right to purchase)

 $0.82      05/23/2019 (6) 05/23/2028

Common Stock

10,000 10,000D 

Common Stock (right to purchase)

 $0.45      06/18/2021 (6) 06/18/2027

Common Stock

6,667 6,667D 

Common Stock (right to purchase)

 $4.17      12/28/2022 (5) 12/28/2028

Common Stock

20,000 20,000D 

Common Stock (right to purchase)

 $1.165      12/20/2023 (5) 12/20/2029

Common Stock

20,000 20,000D 

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.

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.

5.

Beginning on this date, subject to certain restrictions, the stock option vests in three equal annual installments.

6.

Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments.



Signatures

By Jess Jankowski under UPA for R. Janet Whitmore

05/25/2023
** Signature of Reporting PersonDate
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