NOVAGOLD RESOURCES INC — Director's Dealing 2013

Dec 2, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2013-12-01

Reporting Person: Nauman Clynton R. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	137672	Direct
Common Shares	1654	Indirect
Common Shares	987	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$10.12	2016-12-06	Common Shares (75750)		Direct
Stock Option (right to buy)	$8.07	2015-01-16	Common Shares (75000)		Direct
Stock Option (right to buy)	$12.81	2016-03-09	Common Shares (75000)		Direct
Stock Option (right to buy)	$6.01	2014-03-07	Common Shares (100000)		Direct
Stock Option (right to buy)	$4.38	2017-12-04	Common Shares (130050)		Direct
Stock Option (right to buy)	$7.47	2018-04-04	Common Shares (35000)		Direct
Stock Option (right to buy)	$13.24	2015-12-02	Common Shares (40000)		Direct
Stock Option (right to buy)	$5.83	2015-01-20	Common Shares (82250)		Direct
Stock Option (right to buy)	$2.23	2014-01-07	Common Shares (100000)		Direct
Stock Option (right to buy)	$4.78	2014-05-28	Common Shares (150000)		Direct

Footnotes

F1: Includes 10,870 Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share of the Issuer's common stock. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's employment or services as a director of NOVAGOLD RESOURCES INC. The grants will expire no later than 90 days after the reporting person's termination date.

F2: Expressed in Canadian dollars.

F3: Option grant is subject to performance criteria; none of the options will vest until the performance criteria is met.