Sec Form 4 Filing - WHITMORE R JANET @ NANOPHASE TECHNOLOGIES Corp - 2017-08-02

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 (MM/DD/YY) 08/02/2017 (Street) ROMEOVILLE, IL60446 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 135,584 I By Daughter Common Stock 102,909 I By Son Common Stock 08/02/2017 P 5,000 A $ 0.67 1,151,272 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to buy) $ 1.36 ( 1 ) 01/31/2012 01/31/2021 Common Stock 10,000 10,000 D Deferred Common Stock ( 2 ) ( 3 ) ( 3 )( 4 ) Common Stock 2,000 20,030 D Stock Option (right to buy) $ 0.3 ( 1 ) 08/07/2013 08/07/2022 Common Stock 10,000 10,000 D Stock Option (right to buy) $ 0.415 ( 1 ) 02/14/2014 02/14/2023 Common Stock 10,000 10,000 D Stock Option (right to buy) $ 0.52 ( 5 ) 02/13/2015 02/13/2024 Common Stock 10,000 10,000 D Stock Option (right to buy) $ 0.44 ( 1 ) 02/18/2016 02/18/2025 Common Stock 9,000 9,000 D Stock Option (right to buy) $ 0.42 ( 1 ) 02/23/2017 02/23/2026 Common Stock 8,100 8,100 D Stock Option (right to buy) $ 0.9 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 1.05 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 1.18 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 0.84 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 1.85 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 1.1 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 0.99 ( 6 ) 11/17/2016 11/17/2026 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 0.68 ( 5 ) 02/21/2018 02/21/2027 Common Stock 10,000 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITMORE R JANET 1319 MARQUETTE DRIVE ROMEOVILLE, IL60446 X Signatures By Frank Cesario under UPA for R. Janet Whitmore 08/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 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 20,030 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensation Plan. ( 5 )Beginning on this date, subject to certain restrictions, the stock option vests in three equal annual installments. ( 6 )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.

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