SEC Form 4 · accession 0001214659-17-007084
NOVAGOLD RESOURCES INC · NG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Deisley
Officer — Exec. VP & General Counsel
Period of report
Dec 1, 2017
Accepted (ET)
Dec 1, 2017 · 5:33 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.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | $3.85 | Dec 1, 2017 | A | 326,600 | A | — | Nov 30, 2022 | Common Shares | 326,600 | 326,600 | D |
| Common SharesF2 | $0.00 | Dec 1, 2017 | A | 57,700 | A | — | — | Common Shares | 57,700 | 57,700 | D |
| Common SharesF3 | $0.00 | Dec 1, 2017 | A | 57,700 | A | — | — | Common Shares | 57,700 | 57,700 | D |
Explanation of responses
- F1The options vest as follows: 1/3 on 12/1/2018; 1/3 on 12/1/2019; and 1/3 on 12/1/2020.
- F2Represents 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, 2019. 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.
- 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, 2020. 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.