Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)
Nanophase Technologies Corporation
(Name of Issuer)
COMMON STOCK, par value $.01
(Title of Class of Securities)
630079101
(CUSIP Number)
Bradford T. Whitmore
1603 Orrington Ave., Suite 900
Evanston, Illinois 60201
Telephone: (847) 733-1230
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 29, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7 for other parties
to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
2
Schedule 13D/A
CUSIP No. 630079101 Page 2 of 8 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 29,581,189 shares
Shares
Beneficially 8 Shared Voting Power
Owned by 601,410 shares
Each
Reporting 9 Sole Dispositive Power
Person 29,581,189 shares
With
10 Shared Dispositive Power
601,410 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
30,182,599 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
62.7%
14. Type of Reporting Person (See instructions)
IN
3
Schedule 13D/A
CUSIP No. 630079101 Page 3 of 8 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Investments, LP
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware Limited Partnership
7 Sole Voting Power
Number of 0
Shares 8 Shared Voting Power
Beneficially 601,410 shares
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
601,410 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
601,410 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
1.3%
14. Type of Reporting Person (See instructions)
PN
4
Schedule 13D/A
CUSIP No. 630079101 Page 4 of 8 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Spurgeon Corporation
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Corporation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 601,410 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
601,410 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
601,410 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
1.3%
14. Type of Reporting Person (See instructions)
CO
5
Schedule 13D/A
CUSIP No. 630079101 Page 5 of 8 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
INV-GP, LLC
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware Limited Liability Company
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 601,410 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
601,410 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
601,410 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
1.3%
14. Type of Reporting Person (See instructions)
OO
6
Page 6 of 8 Pages
The undersigned hereby amends its Schedule 13D as filed on
September 19, 2003 and as previously amended relating to
the Common Stock of Nanophase Technologies Corporation.
Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the same meaning
as set forth in the Schedule 13D. Except as set forth
herein, the Schedule 13D remains unchanged.
Item 2. Identity and Background
(a) The statement is filed by Grace Investments,
LP, a Delaware limited partnership ("Grace Investments"),
INV-GP, LLC, a Delaware Limited Liability Company, Bradford
T. Whitmore ("Whitmore"), and Spurgeon Corporation
("Spurgeon") (the "Filers"). Spurgeon and INV-GP, LLC are
the general partners of Grace Investments. Whitmore is the
manager and sole member of INV-GP, LLC.
(b) The business address of Grace Investments, INV-GP, LLC
and Whitmore is 1603 Orrington Avenue, Suite 900, Evanston,
Illinois 60201. The business address of Spurgeon is 407 S.
Third Street, Suite 230, Geneva, Illinois 60134.
(c) The principal business of Grace Investments is to
purchase, sell, invest, and trade in securities.
The principal business of INV-GP, LLC is that of being a
general partner of Grace Investments. The principal
business of Spurgeon is that of being a general partner of
Grace Investments.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Grace Investments is a Delaware limited partnership.
INV-GP, LLC is a Delaware limited liability company.
Spurgeon is an Illinois corporation. Whitmore is a citizen
of the United States.
7
Page 7 of 8 Pages
Item 4. Purpose of Transaction
On September 29, 2020, Whitmore received 2,433,300 shares of
Common Stock as a partner distribution from Grace Brothers,
LP.
The Filers have no plans or proposals which relate to, or
would result in, any of the matters referred to in
Paragraphs (a) through (j), inclusive, of Item 4 of the
Schedule 13D. The Filers may, at any time and from time to
time, review or reconsider their investment in the Company
and formulate plans or proposals with respect thereto, but
have no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this filing:
(1) Grace Investments, LP beneficially owns 601,410 shares of
Common Stock, representing approximately 1.3% of the
outstanding shares of Common Stock. As general partners of
Grace Investments, LP, Spurgeon and INV-GP, LLC may be deemed
to share beneficial ownership of these 601,410 shares of
Common Stock. Spurgeon and INV-GP, LLC otherwise disclaim
beneficial ownership.
(3) Whitmore is the beneficial owner of 29,581,189 shares of
Common Stock. As the manager and sole member of INV-GP, LLC,
Whitmore may be deemed the indirect beneficial owner of
601,410 shares of stock beneficially owned by those entities,
for a total beneficial ownership of 30,182,599 shares, or 62.7%
of the outstanding shares of Common Stock.
(b) Grace Investments, LP: shared voting power (with INV-GP,
LLC, Whitmore and Spurgeon)
601,410 Shares of Common Stock
Whitmore: shared voting power (with Grace Investments, LP,
INV-GP, LLC and Spurgeon)
601,410 Shares of Common Stock;
and
sole voting power
29,581,189 Shares of Common Stock
Spurgeon: shared voting power (with Grace Investments, LP,
INV-GP, LLC and Whitmore)
601,410 Shares of Common Stock
(c) The transactions effected by the Filers during the
past sixty days are set forth in Schedule A.
8
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this Statement with respect to it is true,
complete and correct.
Dated: October 1, 2020
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Grace Investments, LP
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Manager: INV-GP, LLC
Its: General Partner
Spurgeon Corporation
By: /s/ Jerald A. Trannel
Name: Jerald A. Trannel
Its: Vice President
SCHEDULE A
DISTRIBUTION ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP.
EFFECTED BY BRADFORD T. WHITMORE FOR THE PREVIOUS
60 DAYS.
Number of
Date Security Shares
Received
09/29/2020 Common Stock 2,433,300