NOVAGOLD RESOURCES INC — Director's Dealing 2016

Dec 2, 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: KAPLAN THOMAS SCOTT (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Deferred Share Unit	$	A	1942.189	Acquired		Common Shares (1942.189)	Direct
2016-12-01	Stock Option (right to buy)	$4.58	A	88400	Acquired	2021-11-30	Common Shares (88400)	Direct

Footnotes

F1: Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The DSUs vested immediately upon issuance; however, 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 the Issuer. The grants will expire no later than 90 days after the reporting person's termination date.

F2: One-third of the reported options vested immediately upon issuance and an additional one-third of the reported options will vest on each of December 1, 2017 and December 1, 2018.