JESS JANKOWSKI - 13 Dec 2022 Form 4 Insider Report for NANOPHASE TECHNOLOGIES Corp (NANX)

Role
President, CEO, Director
Signature
Jess A. Jankowski
Issuer symbol
NANX
Transactions as of
13 Dec 2022
Transactions value $
-$2,417
Form type
4
Filing time
15 Dec 2022, 20:00:28 UTC
Previous filing
08 Dec 2022
Next filing
22 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NANX Common Stock Options Exercise $166 +400 +0.68% $0.4150 59,400 13 Dec 2022 Direct F1
transaction NANX Common Stock Sale -$540 -400 -0.67% $1.35 59,000 13 Dec 2022 Direct F2, F3
transaction NANX Common Stock Options Exercise $628 +1,514 +2.57% $0.4150 60,514 14 Dec 2022 Direct F1
transaction NANX Common Stock Sale -$1,877 -1,514 -2.5% $1.24 59,000 14 Dec 2022 Direct F2, F4
holding NANX Common Stock 1,000 13 Dec 2022 Spouse's IRA
holding NANX Common Stock 59,000 13 Dec 2022 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 -$166 -400 -6.44% $0.4150 5,810 13 Dec 2022 Common Stock 6,210 $0.4150 Direct F5
transaction NANX Common Stock (right to purchase) Options Exercise -$628 -1,514 -26.1% $0.4150 4,296 14 Dec 2022 Common Stock 5,810 $0.4150 Direct F5
holding NANX Common Stock (right to purchase) 90,000 13 Dec 2022 Common Stock 90,000 $0.5200 Direct F6
holding NANX Common Stock (right to purchase) 81,000 13 Dec 2022 Common Stock 81,000 $0.4400 Direct F7
holding NANX Common Stock (right to purchase) 69,000 13 Dec 2022 Common Stock 69,000 $0.4200 Direct F7
holding NANX Common Stock (right to purchase) 81,000 13 Dec 2022 Common Stock 81,000 $0.6800 Direct F7
holding NANX Common Stock (right to purchase) 90,000 13 Dec 2022 Common Stock 90,000 $0.8200 Direct F8
holding NANX Common Stock (right to purchase) 16,500 13 Dec 2022 Common Stock 16,500 $0.5100 Direct F6
holding NANX Common Stock (right to purchase) 90,000 13 Dec 2022 Common Stock 90,000 $0.4500 Direct F6
holding NANX Common Stock (right to purchase) 90,000 13 Dec 2022 Common Stock 90,000 $4.17 Direct F6
* 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 02/14/2023. 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.
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.
F3 These shares were sold in three separate transactions, ranging from $1.34 and $1.37 per share.
F4 These shares were sold in eleven separate transactions, ranging from $1.20 and $1.30 per share.
F5 These stock options are set to expire on 02/14/2023. 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.
F6 Subject to certain restrictions, beginning on this date, options vest in three equal installments.
F7 Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.
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.