SOLESENCE, INC. — Director's Dealing 2012

Jul 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOPHASE TECHNOLOGIES CORPORATION (NANX)
CIK: 0000883107
Period of Report: 2012-07-20

Reporting Person: MCCLUNG JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-20	Common Stock	X	9941	$0.33	Acquired	30071	Indirect
2012-07-20	Common Stock	X	5812	$0.33	Acquired	17582	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$3.78	2012-11-25	Common Stock (2000)	2000	Direct
Stock Option (right to buy)	$5.07	2013-06-26	Common Stock (2000)	2000	Direct
Stock Option (right to buy)	$1.36	2021-01-31	Common Stock (12000)	12000	Direct
Deferred Common Stock	$		Common Stock (2250)	21596	Direct
Stock Appreciation Right	$0.99		Common Stock (2250)	15750	Direct

Footnotes

F1: The reporting person previously reported shares purchased upon exercise of subscription rights issued pro rata to holders of the issuer's common stock (the "Common Stock") as of the close of business on June 13, 2012 (the "Record Date"), to purchase 0.342 shares of Common Stock for each one share of Common Stock owned as of the close of business on the Record Date at a subscription price of $0.33 per full share under the basic subscription privilege of the issuer's rights offering. The reporting person also exercised his over-subscription privilege under the rights offering, purchasing 9,941 additional shares of Common Stock at the same $0.33 price.

F2: The reporting person previously reported shares purchased upon exercise of subscription rights issued pro rata to holders of the issuer's common stock (the "Common Stock") as of the close of business on June 13, 2012 (the "Record Date"), to purchase 0.342 shares of Common Stock for each one share of Common Stock owned as of the close of business on the Record Date at a subscription price of $0.33 per full share under the basic subscription privilege of the issuer's rights offering. The reporting person also exercised his over-subscription privilege under the rights offering, purchasing 5,812 additional shares of Common Stock at the same $0.33 price.

F3: Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments.

F4: Each share of deferred common stock represents a right to receive one share of common stock.

F5: The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.

F6: Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive a cumulative total of 21,596 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensation Plan.

F7: The stock appreciation right becomes payable upon the reporting person's termination of service as a director of the Company. 2,250 were issued 4/8/2009 at a conversion price of $0.90, 2,250 were issued 7/1/2009 at a conversion price of $1.05, 2,250 were issued 10/1/2009 at a conversion price of $1.18, 2,250 were issued 1/4/2010 at a conversion price of $0.84, 2,250 were issued 4/1/2010 at a conversion price of $1.85, 2,250 were issued 7/1/2010 at a conversion price of $1.10, and 2,250 were issued 10/1/2010 at a conversion price of $0.99.