Sec Form 4 Filing - Lang Gregory A. @ NOVAGOLD RESOURCES INC - 2019-12-12

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 Lang Gregory A. 2. Issuer Name and Ticker or Trading Symbol NOVAGOLD RESOURCES INC [ NG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O NOVAGOLD RESOURCES INC., 201 SOUTH MAIN STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2019 (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 12/12/2019 A V 1,762 ( 1 ) A $ 6.74 ( 2 ) 259,330 ( 3 ) D Common Shares 12/12/2019 J( 4 ) 259,330 D $ 0 0 D Common Shares 12/12/2019 J( 4 ) 259,330 A $ 0 1,838,460 I Family Trust ( 5 ) Common Shares 12/13/2019 G V 38,400 D $ 0 1,800,060 I Family Trust ( 5 )

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 Derivat ive 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

Reporting Owners 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, UT84111 X President and CEO Signatures /s/ Tricia Pannier as attorney-in-fact for Gregory A. Lang 12/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan to date during the fourth calendar quarter of 2019. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions over a two and one-half-month period at prices ranging from $6.31 to $7.12, 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 purchased at each separate price within the ranges set forth in this footnote. ( 3 )The total number of ESPP shares held by the reporting person was initially underreported on Form 3 by 396 shares. This total has been corrected to include those 396 ESPP shares. ( 4 )The shares were transferred to the Gregory and Sharon Lang Family Survivors Trust dtd 12/27/2005, a trust established for the benefit of the reporting person's family (the "Trust"). Previously it was mistakenly reported that the reporting person was not a beneficiary of the Trust; however, the reporting person is the trustee and sole primary beneficiary of the Trust. ( 5 )This is a trust for the benefit of the reporting person's family. The reporting person is the trustee and the sole primary beneficiary of the family trust.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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