Edgar Filing: NANOPHASE TECHNOLOGIES CORPORATION

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WHITMORE BRADFORD T

2. Issuer Name and Ticker or Trading Symbol
NANOPHASE TECHNOLOGIES CORPORATION [NANX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1560 SHERMAN AVE, SUITE 900

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2008

(Street)

EVANSTON, IL 60201

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2008		P		835	A	$ 1.73	4,825,818 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/08/2008		P		300	A	$ 1.74	4,826,118 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/08/2008		P		1,500	A	$ 1.75	4,827,618 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/08/2008		P		5,936	A	$ 1.76	4,833,554 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/08/2008		P		2,100	A	$ 1.77	4,835,654 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/09/2008		P		3,100	A	$ 1.74	4,838,754 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/09/2008		P		100	A	$ 1.75	4,838,854 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/09/2008		P		3,859	A	$ 1.76	4,842,713 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/10/2008		P		2,600	A	$ 1.67	4,845,313 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/10/2008		P		10,725	A	$ 1.68	4,856,038 ⁽²⁾	I	* ⁽¹⁾
Common Stock	09/10/2008		P		5,200	A	$ 1.7	4,861,238 ⁽²⁾	I	* ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WHITMORE BRADFORD T 1560 SHERMAN AVE SUITE 900 EVANSTON, IL 60201		X
SPURGEON CORP 290 S COUNTY FARM RD THIRD FL WHEATON, IL 60187		X
GRACE BROTHERS LTD 1560 SHERMAN AVE SUITE 900 EVANSTON, IL 60201		X

Signatures

Bradford T. Whitmore		09/10/2008
^**Signature of Reporting Person		Date
Jerald A. Trannel, Vice President		09/10/2008
^**Signature of Reporting Person		Date
Bradford T. Whitmore, General Partner		09/10/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As General Partner of Grace Brothers, Ltd. which owns 4,288,426 shares (after purchases through September 10, 2008) and as General Partner of Grace Investments, Ltd. which owns 300,000 shares, Bradford T. Whitmore is an indirect beneficial owner. As General Partner of Grace Brothers, Ltd. and as General Partner of Grace Investments, Ltd., Spurgeon Corporation is an indirect beneficial owner.
(2)	Bradford T. Whitmore directly owns 272,812 shares of common stock.

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