SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SIEGEL RICHARD W

(Last)

(First)

(Middle)

1319 MARQUETTE DRIVE

(Street)

ROMEOVILLE

60446

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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								232,372	D
Common Stock	02/01/2006		M		13,896	A	$1.727	13,896	D
Common Stock	02/01/2006		S		13,896	D	$7.76	0	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (right to buy)	$1.727	02/01/2006		M		13,896		03/01/1997⁽¹⁾	03/01/2006	Common Stock	13,896	$1.727	0	D
Common Stock (right to buy)	$3.886							11/07/1997⁽²⁾	11/07/2006	Common Stock	23,160		23,160	D
Common Stock (right to buy)	$5.25							06/10/1999⁽³⁾	06/10/2008	Common Stock	2,000		2,000	D
Common Stock (right to buy)	$3.8125							07/31/1999⁽¹⁾	07/31/2008	Common Stock	11,600		11,600	D
Common Stock (right to buy)	$9.92							06/05/2002⁽³⁾	06/05/2011	Common Stock	2,000		2,000	D
Common Stock (right to buy)	$3.78							11/25/2003⁽³⁾	11/25/2012	Common Stock	2,000		2,000	D
Common Stock (right to buy)	$5.07							06/26/2004⁽³⁾	06/26/2013	Common Stock	2,000		2,000	D
Deferred Common Stock	⁽⁴⁾⁽⁶⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	1,081		1,081	D

Explanation of Responses:

1. Subject to certain restrictions, beginning on this date, the options vest in five equal annual installments.

2. Subject to certain restrictions, 19,177 of these options vest in five equal annual installments beginning on 11/7/97, with the remainder vesting on 11/7/04.

3. Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.

4. 1,081 shares of common stock were to be granted under the Company's 2005 Non-Employee Director Restricted Stock Plan. Such shares are vested immediately but subject to certain transfer restrictions. Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive instead 1,081 shares of deferred common stock which will be accounted for under the Company's Non-Employee Director Deferred Compensation Plan.

5. The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.

6. Each share of deferred common stock represents a right to receive one share of common stock.

Remarks:

Had these options not been exercised they would have expired on 3/1/2006.

	By Jess Jankowski, under UPA, for Richard W. Siegel	02/03/2006
	** Signature of Reporting Person	Date
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).
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