SEC Form 4 · accession 0001214659-15-008177

NOVAGOLD RESOURCES INC · NG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Exec. VP & General Counsel

Period of report

Dec 1, 2015

Accepted (ET)

Dec 3, 2015 · 12:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001173420

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F1,F2	$5.02	Dec 1, 2015	A	586,200	A	—	Nov 30, 2020	Common Shares	586,200	586,200	D
Performance Share Units ("PSUs")^F3	$0.00	Dec 1, 2015	A	208,400	A	—	—	Common Shares	208,400	208,400	D

F1Expressed in Canadian dollars.
F2The options vest as follows: 1/3 on 12/01/2015; 1/3 on 12/01/2016; and 1/3 on 12/01/2017.
F3Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is December 1, 2017. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person.