NOVAGOLD RESOURCES INC — Director's Dealing 2016

Dec 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2016-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Shares	M	74601	$0.00	Acquired	1721693	Direct
2016-12-02	Common Shares	S	319520	$4.5757	Disposed	1402173	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Common Shares	$4.58	A	1111800	Acquired	2021-11-30	Common Shares (1111800)	Direct
2016-12-01	Common Shares	$0	A	388400	Acquired		Common Shares (388400)	Direct

Footnotes

F1: The December 1, 2014 grant totaling 573,850 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 1, 2016, the performance criteria were deemed to have been met with respect to the grant at 113% of the original grant amount, increasing the award to 648,451 common shares, which were issued to the reporting person on December 1, 2016.

F2: The options vest as follows: 1/3 on 12/1/2016; 1/3 on 12/1/2017; and 1/3 on 12/1/2018.

F3: Represents 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, 2018. 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.