Sec Form 4 Filing - PEARLMAN JERRY K @ NANOPHASE TECHNOLOGIES CORPORATION - 2012-07-12

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 PEARLMAN JERRY K 2. Issuer Name and Ticker or Trading Symbol NANOPHASE TECHNOLOGIES CORPORATION [ NANX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1319 MARQUETTE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2012 (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 ( 1 ) 07/12/2012 X 10,926 ( 2 ) A $ 0.33 42,874 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 Stock Option (right to buy) $ 3.78 11/25/2003( 3 ) 11/25/2012 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 5.07 06/26/2004( 3 ) 06/26/2013 Common Stock 2,000 2,000 D Stock Option (right to buy) $ 1.36 ( 3 ) 01/31/2014 01/31/2021 Common Stock 10,000 10,000 D Deferred Common Stock ( 4 ) ( 5 ) ( 5 )( 6 ) Common Stock 2,000 20,030 D Stock Appreciation Right ( 7 ) $ 0.99 ( 7 ) ( 7 ) Common Stock 2,000 14,000 D Subscription Rights (right to buy) ( 8 ) $ 0.33 07/12/2012 X 31,948 06/13/2012 07/20/2012 Common Stock 10,926 $ 0 0 D Stock Option (right to buy) $ 0.3 ( 3 ) 08/07/2012 A 10,000 08/07/2015 08/07/2022 Common Stock 10,000 $ 0.3 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEARLMAN JERRY K 1319 MARQUETTE DRIVE ROMEOVILLE, IL60446 X Signatures By Jess Jankowski under UPA for Jerry K. Pearlman 08/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The shares of Common Stock were issued to the reporting person shortly after the July 20, 2012 expiration of the rights offering. ( 3 )Subject to certain rights and restrictions, beginning on this date, options vest in three equal annual installments. ( 4 )Each share of deferred common stock represents a right to receive one share of common stock. ( 5 )The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company. ( 6 )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. ( 7 )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. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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