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"
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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. 17)
Nanophase Technologies Corporation
(Name of Issuer)
COMMON STOCK, par value $.01
(Title of Class of Securities)
630079101
(CUSIP Number)
Bradford T. Whitmore
5215 Old Orchard Road, Suite 620
Skokie, Illinois 60077
Telephone: (847) 733-1230
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 8, 2024
(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 25,467,020 shares
Shares
Beneficially 8 Shared Voting Power
Owned by 9,359,785 shares
Each
Reporting 9 Sole Dispositive Power
Person 25,467,020 shares
With
10 Shared Dispositive Power
9,359,785 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
34,826,805 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)
63.7%
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 675,515 shares
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
675,515 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
675,515 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)
1.2%
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
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 675,515 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
675,515 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
675,515 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)
1.2%
14. Type of Reporting Person (See instructions)
OO
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
Strandler, 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 8,684,270 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
8,684,270 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
8,684,270 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)
15.9%
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 ("Common Stock") of Nanophase Technologies
Corporation, (the "Issuer"). Bradford T. Whitmore, Grace
Investments, LP, INV-GP, LLC and Strandler, LLC are
collectively referred to in this Amendment No. 17 as the
"Filers." 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 Strandler, LLC, a
South Dakota Limited Liability Company ("Strandler")
(collectively the "Filers"). INV-GP, LLC is the general
partner of Grace Investments. Whitmore is the manager and
sole member of INV-GP, LLC and Strandler.
(b) The business address of Grace Investments, INV-GP, LLC
and Whitmore is 5215 Old Orchard Road, Suite 620, Skokie,
Illinois 60077. The business address of Strandler, LLC is
401 3rd Street, #9, Rapid City, South Dakota 57701.
(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 Strandler is to purchase, sell, invest, and
trade in securities.
(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.
Strandler is a South Dakota limited liability company.
Whitmore is a citizen of the United States.
7
Page 7 of 8 Pages
Item 4. Purpose of Transaction
In December 2023, the Company issued rights to its
shareholders, with 1 right issued for each common share
held. Each right allowed the holder the option to
purchase 0.1 share of Common Stock at a price of $0.40 per
share. Pursuant to this offering, Grace Investments
purchased 74,105 shares, Whitmore purchased 2,791,725
shares, and Strandler purchased 952,697 shares. Such
shares were received on February 8, 2024.
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 675,515 shares of
Common Stock, representing approximately 1.2% of the
outstanding shares of Common Stock based upon 49,627,254
shares outstanding as of November 14, 2023 as reported in the
Issuer's most recent Form 10-Q plus the 5,000,000 shares
issued from the rights exercise. As the general partner of
Grace Investments, LP, INV-GP, LLC may be deemed to share
beneficial ownership of these 675,515 shares of Common Stock.
INV-GP, LLC otherwise disclaims beneficial ownership.
(2) Whitmore is the beneficial owner of 25,467,020 shares of
Common Stock. As the manager and sole member of INV-GP, LLC,
Whitmore may be deemed the indirect beneficial owner of
675,515 shares of stock beneficially owned by those entities.
As the manager and sole member of Strandler, Whitmore may be
deemed the indirect beneficial owner of 8,684,270 shares of
stock for a total beneficial ownership of 34,826,805 shares,
or 63.7% of the outstanding shares of Common Stock based upon
49,627,254 shares outstanding as of November 14, 2023 as
reported in the Issuer's most recent Form 10-Q plus the
5,000,000 shares issued from the rights exercise.
(b) Grace Investments, LP: shared voting power (with INV-GP,
LLC and Whitmore)
675,515 Shares of Common Stock
Whitmore: shared voting power (with Grace Investments, LP
and INV-GP, LLC)
675,515 Shares of Common Stock;
and
shared voting power (with Strandler)
8,684,270 Shares of Common Stock;
and
sole voting power
25,467,020 Shares of Common Stock
(c) The transactions effected by the Filers during the
past sixty days are set forth in Schedule A.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
To the knowledge of the Filers, except for the matters
described in this Schedule 13D, there is no contract,
arrangement, understanding or relationship (legal or
otherwise) among the Filers and any other person with
respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
None
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: February 12, 2024
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
Strandler, LLC
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager and Member
SCHEDULE A
ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP.
EFFECTED BY BRADFORD T. WHITMORE FOR THE PREVIOUS
60 DAYS.
Number of
Date Security Shares Price per
Sold Share
02/08/2024 Common Stock 2,791,725 $0.40
ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP.
EFFECTED BY STRANDLER, LLC FOR THE PREVIOUS
60 DAYS.
Number of
Date Security Shares Price per
Sold Share
02/08/2024 Common Stock 952,697 $0.40
ACTIVITY FOR NANOPHASE TECHNOLOGIES, CORP.
EFFECTED BY GRACE INVESTMENTS, LP FOR THE PREVIOUS
60 DAYS.
Number of
Date Security Shares Price per
Sold Share
02/08/2024 Common Stock 74,105 $0.40