SEC Form 4 · accession 0001214659-16-015183
NOVAGOLD RESOURCES INC · NG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A. Ottewell
Officer — Vice President & CFO
Period of report
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 3:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001173420
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Dec 1, 2016 | M | 23,537 | $0.00 | A | 584,598 | D | |
| Common Shares | Dec 2, 2016 | S | 100,809 | $4.5757 | D | 483,789 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common SharesF2 | $4.58 | Dec 1, 2016 | A | 373,000 | A | — | Nov 30, 2021 | Common Shares | 373,000 | 373,000 | D |
| Common SharesF3 | $0.00 | Dec 1, 2016 | A | 130,300 | A | — | — | Common Shares | 130,300 | 130,300 | D |
Explanation of responses
- F1The December 1, 2014 grant totaling 181,050 Performance Share Units (PSUs), which were subject to performance criteria set by the board of directors of the Issuer, was previously voluntarily reported on Form 4. On December 1, 2016, the performance criteria were deemed to have been met with respect to the grant at 113% of the original grant amount, increasing the award to 204,587 common shares, which were issued to the reporting person on December 1, 2016.
- F2The options vest as follows: 1/3 on 12/1/2016; 1/3 on 12/1/2017; and 1/3 on 12/1/2018.
- 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, 2018. 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.