NOVAGOLD RESOURCES INC — Director's Dealing 2014

Dec 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2014-12-01

Reporting Person: Lang Gregory A. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-01	Common Shares	A	573850	—	Acquired	1881404	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Stock Option (Right to Buy)	$3.18	A	1414750	Acquired	2019-11-30	Common Shares (1414750)	Direct

Footnotes

F1: Grant of 573,850 Performance Share Units (PSUs), which are subject to performance criteria set by the board of directors of the Issuer. 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 the performance criteria has been met.

F2: Expressed in Canadian dollars.

F3: The options vest as follows: 1/3 on 12/01/2014; 1/3 on 12/01/2015; and 1/3 on 12/01/2016.