Sec Form 4 Filing - ONeill Philip @ NovaCopper Inc. - 2015-09-02

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 ONeill Philip 2. Issuer Name and Ticker or Trading Symbol NovaCopper Inc. [ NCQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUITE 1950, 777 DUNSMUIR STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/02/2015 (Street) VANCOUVER, A1V7Y 1K4 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 09/02/2015 M 149,999 A $ 0.54 ( 1 ) 149,999 D Common Shares 09/02/2015 S 8,500 D $ 0.6359 ( 1 ) ( 2 ) 141,499 D Common Shares 09/02/2015 S 61,500 D $ 0.4802 ( 3 ) 79,000 D Common Shares 2,784,000 I Gold First Investment Limited ( 4 )

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 Arrangement Options $ 0.54 ( 1 ) 09/02/2015 M 149,999 06/19/2015 09/17/2015 Common Shares 149,999 ( 5 ) 0 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONeill Philip SUITE 1950, 777 DUNSMUIR STREET VANCOUVER, A1V7Y 1K4 X Signatures /s/ Elaine Sanders as attorney-in-fact for Philip O'Neill 09/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflected in Canadian dollars, ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from Cdn$0.63 to Cdn$0.64, inclusive. The reporting person undertakes to provide to NovaCopper Inc., any shareholder of NovaCopper Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price reported in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.4752 to $0.50, inclusive. The reporting person undertakes to provide to NovaCopper Inc., any shareholder of NovaCopper Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price reported in this footnote ( 4 )Held by Gold First Investment Limited. The Reporting Person is one of three directors of Gold First Investment Limited and may, accordingly, be deemed to beneficially own such shares. The Reporting Person owns one-third of Notela Resource Advisors Ltd., which controls 60% of Gold First Investment Limited. The Reporting Person disclaims beneficial ownership of such shares except for his pecuniary interest therein. ( 5 )In connection with an arrangement agreement between NovaCopper Inc. and Sunward Resources Ltd. ("Sunward"), announced on April 23, 2015, pursuant to which NovaCopper Inc. acquired Sunward (the "Arrangement") on June 19, 2015 , the Reporting Person received options of NovaCopper Inc. in exchange for outstanding options of Sunward held by the Reporting Person entitling the Reporting Person to 0.3 shares of NovaCopper Inc. for each option of Sunward held immediately prior to the effective time of the Arrangement. In connection with the Arrangement, shareholders of Sunward received 0.3 shares of the Issuer for each share of Sunward ( 6 )The Form 4 filed on June 23, 2015 erroneously over-reported the number of options by one (150,000 options instead of 149,999 options).

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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