JESS JANKOWSKI - 24 Aug 2023 Form 4 Insider Report for NANOPHASE TECHNOLOGIES Corp (NANX)

Role
President, CEO, Director
Signature
Jess A. Jankowski
Issuer symbol
NANX
Transactions as of
24 Aug 2023
Net transactions value
-$3,838
Form type
4
Filing time
28 Aug 2023, 21:00:09 UTC
Previous filing
22 Dec 2022
Next filing
31 Aug 2023
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 $1,300 +2,500 +4.2% $0.5200 61,500 24 Aug 2023 Direct F1
transaction NANX Common Stock Sale $2,512 -2,500 -4.1% $1.00 59,000 24 Aug 2023 Direct F2
transaction NANX Common Stock Options Exercise $546 +1,050 +1.8% $0.5200 60,050 25 Aug 2023 Direct F1
transaction NANX Common Stock Sale $1,066 -1,050 -1.7% $1.02 59,000 25 Aug 2023 Direct F2
transaction NANX Common Stock Options Exercise $500 +500 +0.85% $1.00 59,500 28 Aug 2023 Direct F1
transaction NANX Common Stock Sale $500 -500 -0.84% $1.00 59,000 28 Aug 2023 Direct F2
holding NANX Common Stock 1,000 24 Aug 2023 Spouse's IRA
holding NANX Common Stock 59,000 24 Aug 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 $1,300 -2,500 -2.8% $0.5200 87,500 24 Aug 2023 Common Stock 90,000 $0.5200 Direct F3, F4
transaction NANX Common Stock (right to purchase) Options Exercise $546 -1,050 -1.2% $0.5200 86,450 25 Aug 2023 Common Stock 87,500 $0.5200 Direct F3, F4
transaction NANX Common Stock (right to purchase) Options Exercise $260 -500 -0.58% $0.5200 85,950 28 Aug 2023 Common Stock 86,450 $0.5200 Direct F3, F4
holding NANX Common Stock (right to purchase) 81,000 24 Aug 2023 Common Stock 81,000 $0.4400 Direct F5
holding NANX Common Stock (right to purchase) 69,000 24 Aug 2023 Common Stock 69,000 $0.4200 Direct F5
holding NANX Common Stock (right to purchase) 81,000 24 Aug 2023 Common Stock 81,000 $0.6800 Direct F5
holding NANX Common Stock (right to purchase) 90,000 24 Aug 2023 Common Stock 90,000 $0.8200 Direct F6
holding NANX Common Stock (right to purchase) 16,500 24 Aug 2023 Common Stock 16,500 $0.5100 Direct F4
holding NANX Common Stock (right to purchase) 90,000 24 Aug 2023 Common Stock 90,000 $0.4500 Direct F4
holding NANX Common Stock (right to purchase) 90,000 24 Aug 2023 Common Stock 90,000 $4.17 Direct F4
holding NANX Common Stock (right to purchase) 72,000 24 Aug 2023 Common Stock 72,000 $1.16 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.