Sec Form 4 Filing - Ottewell David A. @ NOVAGOLD RESOURCES INC - 2019-08-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Ottewell David A.
2. Issuer Name and Ticker or Trading Symbol
NOVAGOLD RESOURCES INC [ NG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President & CFO
(Last) (First) (Middle)
C/O NOVAGOLD RESOURCES INC., 201 SOUTH MAIN STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2019
(Street)
SALT LAKE CITY, UT84111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 08/15/2019 M 30,000 A $ 3.77 ( 1 ) 592,265 D
Common Shares 08/15/2019 F 15,960 D $ 7.08 ( 2 ) 576,305 D
Common Shares 08/15/2019 S 14,040 D $ 7.09 ( 3 ) 562,265 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.77 ( 1 ) 08/15/2019 M 30,000 ( 4 ) 11/30/2020 Common Shares 30,000 $ 0 170,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ottewell David A.
C/O NOVAGOLD RESOURCES INC.
201 SOUTH MAIN STREET, SUITE 400
SALT LAKE CITY, UT84111
Vice President & CFO
Signatures
/s/ Tricia Pannier as attorney-in-fact for David A. Ottewell 08/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise price reported above was converted from the Canadian exercise price of C$5.02 to USD using an exchange rate of CAD$1.3325=USD$1.00.
( 2 )The price reported in Column 4 is a weighted average price. These shares were withheld in multiple transactions ranging from C$9.43 to C$9.45, inclusive. The reporting person undertakes to provide to NOVAGOLD RESOURCES INC, any security holder of NOVAGOLD RESOURCES INC., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares withheld at each separate price within the ranges set forth in this footnote. The weighted average price reported above was converted from the Canadian weighted average price of C$9.44 to USD using an exchange rate of CAD$1.3325=USD$1.00.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from C$9.43 to C$9.46, inclusive. The reporting person undertakes to provide to NOVAGOLD RESOURCES INC, any security holder of NOVAGOLD RESOURCES INC., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The weighted average price reported above was converted from the Canadian weighted average price of C$9.44 to USD using an exchange rate of CAD$1.3325=USD$1.00.
( 4 )The options vested as follows: 1/3 on 12/1/2015; 1/3 on 12/1/2016; and 1/3 on 12/1/2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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