SOLESENCE, INC. — Director's Dealing 2012

Jul 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOPHASE TECHNOLOGIES CORPORATION (NANX)
CIK: 0000883107
Period of Report: 2012-07-06

Reporting Person: HENDERSON JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-06	Common Stock	X	19976	$0.33	Acquired	78386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-06	Subscription Rights (right to buy)	$0.33	X	58410	Disposed	2012-07-20	Common Stock (19976)	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 (10000)	10000	Direct
Deferred Common Stock	$		Common Stock (20030)	20030	Direct
Stock Appreciation Right	$		Common Stock (14000)	14000	Direct

Footnotes

F1: The shares were 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, seeking up to 31,614 additional shares of Common Stock at the same $0.33 price. The number of shares of Common Stock purchased by the reporting person pursuant to the exercise of his over-subscription privilege will be subject to availability and the pro rata allocation of shares among persons exercising this over-subscription privilege and will be determined subsequent to the expiration date of the rights offering.

F2: The shares of Common Stock will be issued to the reporting person upon the expiration of the rights offering.

F3: Subject to certain 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 20,030 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. 2,000 were issued 4/8/2009 at a conversion price of $0.90, 2,000 were issued 7/1/2009 at a conversion price of $1.05, 2,000 were issued 10/1/2009 at a conversion price of $1.18, 2,000 were issued 1/4/2010 at a conversion price of $0.84, 2,000 were issued 4/1/2010 at a conversion price of $1.85, 2,000 were issued 7/1/2010 at a conversion price of $1.10, and 2,000 were issued 10/1/2010 at a conversion price of $0.99.

F8: The reporting person exercised subscription rights issued pro rata to holders of Common Stock as of the close of business on 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.