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 OF SECURITIES 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 (Month/Day/Year) 07/12/2012 (Street) ROMEOVILLE, IL 60446 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock (1) 07/12/2012   X   10,926 (2) A $ 0.33 42,874 D

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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 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, IL 60446	X

Signatures

By Jess Jankowski under UPA for Jerry K. Pearlman		08/08/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.

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