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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

5/23/2023
(Street)

ROMEOVILLE, IL 60446		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         1618337 D  
Common Stock 5/23/2023  P  3828 A$1.12 1622165 D  
Common Stock 5/25/2023  P  20000 A$1.14 1642165 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Common Stock  (1)           (2) (2)(3)Common Stock 20030  20030 D  
Common Stock (right to purchase) $0.90 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $1.05 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $1.18 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $0.84 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $1.85 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $1.10 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $0.99 (4)          11/17/2016 11/17/2026 Common Stock 2000  2000 D  
Common Stock (right to purchase) $0.68 (5)          2/21/2018 2/21/2027 Common Stock 10000  10000 D  
Common Stock (right to purchase) $0.82           5/23/2019 (6)5/23/2028 Common Stock 10000  10000 D  
Common Stock (right to purchase) $0.45           6/18/2021 (6)6/18/2027 Common Stock 6667  6667 D  
Common Stock (right to purchase) $4.17           12/28/2022 (5)12/28/2028 Common Stock 20000  20000 D  
Common Stock (right to purchase) $1.165           12/20/2023 (5)12/20/2029 Common Stock 20000  20000 D  
Explanation of Responses:
(1) Each share of deferred common stock represents a right to receive one share of common stock.
(2) The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.
(3) 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.
(4) 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.
(5) Beginning on this date, subject to certain restrictions, the stock option vests in three equal annual installments.
(6) Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WHITMORE R JANET
1319 MARQUETTE DRIVE
ROMEOVILLE, IL 60446		X
Signatures
By Jess Jankowski under UPA for R. Janet Whitmore5/25/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
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