Filing Details

Accession Number:
0000933430-20-000010
Form Type:
13D Filing
Publication Date:
2020-11-06 14:21:54
Filed By:
Whitmore Bradford T
Company:
Nanophase Technologies Corp (OTCMKTS:NANX)
Filing Date:
2020-11-06
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bradford T. Whitmore 29,581,189 601,410 30,182,599 62.7%
Grace Investments 601,410 601,410 1.6%
INV-GP 601,410 601,410 1.6%
Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) 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) October 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 7 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 7 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) 1.6% 14. Type of Reporting Person (See instructions) PN 4 Schedule 13D/A CUSIP No. 630079101 Page 4 of 7 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) 1.6% 14. Type of Reporting Person (See instructions) OO 5 Page 5 of 7 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 and INV-GP, LLC are collectively referred to in this Amendment No. 14 as the "Filers." Spurgeon Corporation is no longer a general partner of Grace Investments and is no longer a reporting person included as a Filer herein. 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, and Bradford T. Whitmore ("Whitmore") (collectively the "Filers"). INV-GP, LLC is the general partner 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. (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. (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. Whitmore is a citizen of the United States. 6 Page 6 of 7 Pages 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 1.6% of the outstanding shares of Common Stock based upon 38,136,792 shares outstanding as of August 12, 2020 as reported in the Issuer's most recent Form 10-Q. As the general partner of Grace Investments, LP, INV-GP, LLC may be deemed to share beneficial ownership of these 601,410 shares of Common Stock. INV-GP, LLC otherwise disclaims beneficial ownership. (2) Whitmore is the beneficial owner of 29,581,189 shares of Common Stock, comprised of 19,581,189 shares of Common Stock and 10,000,000 shares of Common Stock which would result from the conversion of the 2% Second Secured Convertible Notes. 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 based upon 38,136,792 shares outstanding as of August 12, 2020 as reported in the Issuer's most recent Form 10-Q plus 10,000,000 shares which would be issued if conversion of the 2% Second Secured Convertible Notes were to occur. (b) Grace Investments, LP: shared voting power (with INV-GP, LLC and Whitmore) 601,410 Shares of Common Stock Whitmore: shared voting power (with Grace Investments, LP and INV-GP, LLC) 601,410 Shares of Common Stock; and sole voting power 29,581,189 Shares of Common Stock (c) The transactions effected by the Filers during the past sixty days are set forth in Schedule A. 7 Page 7 of 7 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: November 6, 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