NOVAGOLD RESOURCES INC — Director's Dealing 2016

Dec 1, 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: Walsh Anthony P. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Shares	A	971	—	Acquired	21286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Stock Option (Right to Buy)	$4.62	A	81200	Acquired	2021-11-30	Common Shares (81200)	Direct

Footnotes

F1: Grant of 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: The exercise price reported above was converted from the Canadian exercise price of $6.16 using an exchange rate of CAD$1.3331=U.S.$1.00.

F3: The options vest as follows: 1/3 on 12/1/2016; 1/3 on 12/1/2017; and 1/3 on 12/1/2018.