NOVAGOLD RESOURCES INC — Director's Dealing 2018

Dec 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2018-12-01

Reporting Person: Ottewell David A. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-03	Common Shares	M	106846	$0.00	Acquired	604062	Direct
2018-12-03	Common Shares	F	47387	$3.67	Disposed	556675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-01	Stock Option (right to buy)	$3.67	A	334600	Acquired	2023-11-30	Common Shares (334600)	Direct
2018-12-01	Performance Share Units ("PSUs")	$0	A	134000	Acquired		Common Shares (134000)	Direct
2018-12-03	Performance Share Units ("PSUs")	$0	M	106846	Disposed		Common Shares (106846)	Direct

Footnotes

F1: The December 1, 2016 grant totaling 130,300 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 3, 2018, the performance criteria were deemed to have been met with respect to the grant at 82% of the original grant amount, decreasing the award to a total of 106,846 common shares.

F2: The options vest as follows: 1/3 on 12/1/2019; 1/3 on 12/1/2020; and 1/3 on 12/1/2021.

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, 2021. 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.