Edgar Filing: NANOPHASE TECHNOLOGIES Corp

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Vincent George A

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)
02/21/2017

(Street)

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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 4.48

11/06/2008⁽¹⁾

11/06/2017⁽¹⁾

Common Stock

10,000

Stock Option (right to buy)

$ 1.36 ⁽¹⁾

01/31/2012

01/31/2021

Common Stock

12,000

Deferred Common Stock

⁽²⁾

⁽³⁾

⁽³⁾⁽⁴⁾

Common Stock

2,250

12,652

Stock Option (right to buy)

$ 0.3 ⁽¹⁾

08/07/2013

08/07/2022

Common Stock

12,000

Stock Option (right to buy)

$ 0.415 ⁽¹⁾

02/14/2014

02/14/2023

Common Stock

10,000

Stock Option (right to buy)

$ 0.52 ⁽¹⁾

02/13/2015

02/13/2024

Common Stock

10,000

Stock Option (right to buy)

$ 0.44 ⁽¹⁾

02/18/2016

02/18/2025

Common Stock

9,000

Stock Option (right to buy)

$ 0.42 ⁽¹⁾

02/23/2017

02/23/2026

Common Stock

8,100

Stock Option (right to buy)

$ 0.9

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 1.05

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 1.18

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 0.84

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 1.85

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 1.1

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 0.99

11/17/2016

11/17/2026

Common Stock

2,250 ⁽⁵⁾

2,250

Stock Option (right to buy)

$ 0.68 ⁽¹⁾

02/21/2017

10,000

02/21/2018

02/21/2027

Common Stock

10,000

$ 0.68

10,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Vincent George A 1319 MARQUETTE DRIVE ROMEOVILLE, IL 60446	X

Signatures

By Jess Jankowski under UPA for George A. Vincent		02/22/2017
^**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)	Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments.
(2)	Each share of deferred common stock represents a right to receive one share of common stock.
(3)	The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.
(4)	Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive a cumulative total of 12,652 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensation Plan.
(5)	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 with exercise prices equal to the conversion prices of the respective stock appreciation rights. 2,250 were issued with an exercise price of $0.90, 2,250 were issued with an exercise price of $1.05, 2,250 were issued with an exercise price of $1.18, 2,250 were issued with an exercise price of $0.84, 2,250 were issued with an exercise price of $1.85, 2,250 were issued with an exercise price of $1.10, and 2,250 were issued with an exercise price of $0.99.

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