Sec Form 4 Filing - BROTZMAN RICHARD W @ NANOPHASE TECHNOLOGIES CORPORATION - 2008-09-29

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 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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1. Name and Address of Reporting Person BROTZMAN RICHARD W 2. Issuer Name and Ticker or Trading Symbol NANOPHASE TECHNOLOGIES CORPORATION [ NANX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP - Research & Development (Last) (First) (Middle) 1319 MARQUETTE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2008 (Street) ROMEOVILLE, IL60446 4. If Amendment, Date Original Filed (MM/DD/YY) 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)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/29/2008 F 442 D $ 1.21 2,116 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock (right to buy) $ 3.8125 07/31/1999( 1 ) 07/31/2008 Common Stock 27,180 27,180 D Common Stock (right to buy) $ 7.6875 05/24/2001( 2 ) 05/24/2010 Common Stock 22,500 22,500 D Common Stock (right to buy) $ 10.875 01/26/2002( 2 ) 01/26/2011 Common Stock 20,000 20,000 D Common Stock (right to buy) $ 7.0625 02/28/2002( 2 ) 02/28/2011 Common Stock 20,000 20,000 D Common Stock (right to buy) $ 6.65 01/03/2003( 2 ) 01/03/2012 Common Stock 20,000 20,000 D Common Stock (right to buy) $ 3.66 03/24/2004( 2 ) 03/24/2013 Common Stock 20,000 20,000 D Common Stock (right to buy) $ 5.55 10/11/2005( 2 ) 10/11/2014 Common Stock 11,000 11,000 D Common Stock (right to buy) $ 6.03 09/27/2006( 2 ) 09/27/2015 Common Stock 10,000 10,000 D Common Stock (right to buy) $ 6.01 09/27/2007( 2 ) 09/27/2016 Common Stock 15,000 15,000 D Common Stock (right to buy) $ 4.48 11/06/2008( 2 ) 11/06/2017 Common Stock 15,000 15,000 D Common Stock (right to buy) $ 3.14 05/12/2009( 2 ) 05/12/2018 Common Stock 23,000 23,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROTZMAN RICHARD W 1319 MARQUETTE DRIVE ROMEOVILLE, IL60446 VP - Research & Development Signatures By Jess Jankowski, under UPA for Richard W. Brotzman, Jr. 09/30/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to certain restrictions, beginning on this date, options vest in five equal installments. ( 2 )Subject to certain restrictions, beginning on this date, options vest in three equal annual installments.

Remarks: This disposition of shares represents shares withheld by Nanophase to cover taxes due upon vesting of 1,500 restricted shares that,immediately upon vesting, represent ordinary income to Dr. Brotzman.

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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