SEC Form 4 · accession 0001214659-18-007444
NOVAGOLD RESOURCES INC · NG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory A. Lang
Officer — President and CEO · Director
Period of report
Dec 1, 2018
Accepted (ET)
Dec 3, 2018 · 3:36 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 3, 2018 | M | 318,488 | $0.00 | A | 1,679,272 | D | |
| Common Shares | Dec 3, 2018 | F | 141,250 | $3.67 | D | 1,538,022 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $3.67 | Dec 1, 2018 | A | 969,000 | A | — | Nov 30, 2023 | Common Shares | 969,000 | 969,000 | D |
| Performance Share Units ("PSUs")F3 | $0.00 | Dec 1, 2018 | A | 388,100 | A | — | — | Common Shares | 388,100 | 922,800 | D |
| Performance Share Units ("PSUs")F1 | $0.00 | Dec 3, 2018 | M | 318,488 | D | — | — | Common Shares | 318,488 | 0 | D |
Explanation of responses
- F1The December 1, 2016 grant totaling 388,400 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 3, 2018, the performance criteria were deemed to have been met with respect to the grant at 82% of the original grant amount, decreasing the award to a total of 318,488 common shares.
- F2The options vest as follows: 1/3 on 12/1/2019; 1/3 on 12/1/2020; and 1/3 on 12/1/2021.
- 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, 2021. 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.