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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 3.67 | 12/01/2018 | A | 969,000 | (2) | 11/30/2023 | Common Shares | 969,000 | $ 0 | 969,000 | D | ||||
| Performance Share Units ("PSUs") | $ 0 | 12/01/2018 | A | V | 388,100 | (3) | (3) | Common Shares | 388,100 (3) | $ 0 | 922,800 | D | |||
| Performance Share Units ("PSUs") | $ 0 | 12/03/2018 | M | 318,488 (1) | (1) | (1) | Common Shares | 318,488 (1) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lang Gregory A. C/O NOVAGOLD RESOURCES INC. 201 SOUTH MAIN STREET, SUITE 400 SALT LAKE CITY, UT 84111 |
President and CEO | |||
| /s/ Tricia Pannier as attorney-in-fact for Gregory A. Lang | 12/03/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The December 1, 2016 grant totaling 388,400 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 318,488 common shares. |
| (2) | The options vest as follows: 1/3 on 12/1/2019; 1/3 on 12/1/2020; and 1/3 on 12/1/2021. |
| (3) | 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. |