NOVAGOLD RESOURCES INC — Director's Dealing 2014

Jan 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2014-01-31

Reporting Person: Ottewell David A. (Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Shares	F	29750	$3.26	Disposed	439745	Direct

Footnotes

F1: Expressed in Canadian dollars.

F2: The November 13, 2012 grant totaling 100,000 Performance Share Units (PSUs), which were subject to performance criteria set by the board of directors of the Issuer, was previously voluntarily reported on a Form 3. On January 29, 2014, the performance criteria were deemed to have been met with respect to a portion of the grant, totaling 85,000 common shares, and the total number of shares held by the reporting person has been adjusted accordingly.