Statement of Changes in Beneficial Ownership (4)
October 06 2021 - 12:38PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dowdall Sharon |
2. Issuer Name and Ticker or Trading Symbol
NOVAGOLD RESOURCES INC
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NG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NOVAGOLD RESOURCES INC., 201 SOUTH MAIN STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2021 |
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(Street)
SALT LAKE CITY, UT 84111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 10/5/2021 | | M | | 81200 | A | $4.90 (1) | 119686 | D | |
| Common Shares | 10/5/2021 | | F | | 55148 | D | $7.21 (2) | 64538 | D | |
| Common Shares | 10/5/2021 | | S | | 26052 | D | $7.20 (3) | 38486 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | $4.90 (1) | 10/5/2021 | | M | | | 81200 | (4) | 11/30/2021 | Common Shares | 81200 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | The price reported above was converted from the Canadian exercise price of C$6.16 to USD using an exchange rate of CAD$1.2575=USD$1.00. |
| (2) | The price reported in Column 4 was converted from the Canadian price of C$9.07 using an exchange rate of CAD$1.2575=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$9.04 to C$9.1013, 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 sales price reported above was converted from the Canadian weighted average sales price of C$9.06 using an exchange rate of CAD$1.2575=USD$1.00. |
| (4) | These options vested as follows: 1/3 on 12/1/2016; 1/3 on 12/1/2017; and 1/3 on 12/1/2018. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Dowdall Sharon
C/O NOVAGOLD RESOURCES INC.
201 SOUTH MAIN STREET, SUITE 400
SALT LAKE CITY, UT 84111 | X |
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Signatures
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| /s/ Tricia Pannier as attorney-in-fact for Sharon Dowdall | | 10/6/2021 |
| **Signature of Reporting Person | Date |
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