SOLESENCE, INC. — Director's Dealing 2016

Nov 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOPHASE TECHNOLOGIES Corp (NANX)
CIK: 0000883107
Period of Report: 2016-11-17

Reporting Person: WHITMORE R JANET (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-17	Stock Appreciation Right	$1.18	D	14000	Disposed		Common Stock (14000)	Direct
2016-11-17	Stock Option (right to buy)	$0.90	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct
2016-11-17	Stock Option (right to buy)	$1.05	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct
2016-11-17	Stock Option (right to buy)	$1.18	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct
2016-11-17	Stock Option (right to buy)	$0.84	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct
2016-11-17	Stock Option (right to buy)	$1.85	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct
2016-11-17	Stock Option (right to buy)	$1.10	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct
2016-11-17	Stock Option (right to buy)	$0.99	A	2000	Acquired	2026-11-17	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32675	Indirect
Common Stock	1081165	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.36	2021-01-31	Common Stock (10000)	10000	Direct
Deferred Common Stock	$		Common Stock (2000)	20030	Direct
Stock Option (right to buy)	$0.30	2022-08-07	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$0.415	2023-02-14	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$0.52	2024-02-13	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$0.44	2025-02-18	Common Stock (9000)	9000	Direct
Stock Option (right to buy)	$0.42	2026-02-23	Common Stock (8100)	8100	Direct

Footnotes

F1: Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments.

F2: Each share of deferred common stock represents a right to receive one share of common stock.

F3: The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.

F4: 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.

F5: The stock appreciation rights that were to become 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.

F6: Beginning on this date, subject to certain restrictions, the stock option vests in three equal annual installments.

F7: 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.