Jess Jankowski - Aug 29, 2023 Form 4 Insider Report for NANOPHASE TECHNOLOGIES Corp (NANX)

Role
President, CEO, Director
Signature
Jess A. Jankowski
Stock symbol
NANX
Transactions as of
Aug 29, 2023
Transactions value $
-$5,000
Form type
4
Date filed
8/31/2023, 06:40 PM
Previous filing
Aug 28, 2023
Next filing
Sep 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NANX Common Stock Options Exercise $1.3K +2.5K +4.24% $0.52 61.5K Aug 29, 2023 Direct F1
transaction NANX Common Stock Sale -$2.5K -2.5K -4.07% $1.00 59K Aug 29, 2023 Direct F2
transaction NANX Common Stock Options Exercise $1.3K +2.5K +4.24% $0.52 61.5K Aug 30, 2023 Direct F1
transaction NANX Common Stock Sale -$2.5K -2.5K -4.07% $1.00 59K Aug 30, 2023 Direct F2
holding NANX Common Stock 1K Aug 29, 2023 Spouse's IRA
holding NANX Common Stock 59K Aug 29, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NANX Common Stock (right to purchase) Options Exercise -$1.3K -2.5K -2.91% $0.52 83.5K Aug 29, 2023 Common Stock 86K $0.52 Direct F3, F4
transaction NANX Common Stock (right to purchase) Options Exercise -$1.3K -2.5K -3% $0.52 81K Aug 30, 2023 Common Stock 83.5K $0.52 Direct F3, F4
holding NANX Common Stock (right to purchase) 81K Aug 29, 2023 Common Stock 81K $0.44 Direct F5
holding NANX Common Stock (right to purchase) 69K Aug 29, 2023 Common Stock 69K $0.42 Direct F5
holding NANX Common Stock (right to purchase) 81K Aug 29, 2023 Common Stock 81K $0.68 Direct F5
holding NANX Common Stock (right to purchase) 90K Aug 29, 2023 Common Stock 90K $0.82 Direct F6
holding NANX Common Stock (right to purchase) 16.5K Aug 29, 2023 Common Stock 16.5K $0.51 Direct F4
holding NANX Common Stock (right to purchase) 90K Aug 29, 2023 Common Stock 90K $0.45 Direct F4
holding NANX Common Stock (right to purchase) 90K Aug 29, 2023 Common Stock 90K $4.17 Direct F4
holding NANX Common Stock (right to purchase) 72K Aug 29, 2023 Common Stock 72K $1.17 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These stock options are set to expire on 02/13/2024. Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker to avoid the loss of these stock option rights. His goal is to have this broker sell shares from this grant, under fixed guidelines, 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.
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. Given the quantity of shares involved relative to daily trading volume, the limited amount of open trading days available due to trading blackout periods, and looming stock option expirations, Mr. Jankowski established a 10b5-1 Plan to avoid the loss of these rights in a way intended to minimize the impact on Nanophase shareholders.
F3 These stock options are set to expire on 02/13/2024. 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 guidelines, 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.
F4 Subject to certain restrictions, beginning on this date, options vest in three equal installments.
F5 Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.
F6 Subject to certain restrictions, beginning on this date, options vest in three equal annual installments.

Remarks:

Mr. Jankowski converted and sold these shares through a 10b5-1 Plan that has been established with an independent broker to avoid the loss of these stock option rights. His goal is to have this broker sell shares from this grant, under fixed guidelines, 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. Given the quantity of shares involved relative to daily trading volume, the limited amount of open trading days available due to trading blackout periods, and looming stock option expirations, Mr. Jankowski established a 10b5-1 Plan to avoid the loss of these rights in a way intended to minimize the impact on Nanophase shareholders.