Statement of Changes in Beneficial Ownership (4)
January 04 2023 - 05:53PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * 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/YYYY)
12/31/2022
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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)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
12/31/2022 |
|
A |
V |
2916 (1) |
A |
$5.19 (2) |
11211 |
D |
|
Common Shares |
12/13/2022 |
|
J(3) |
V |
10772 |
D |
$0.00 |
439 |
D |
|
Common Shares |
12/13/2022 |
|
J(3) |
V |
10772 |
A |
$0.00 |
1572126 |
I |
Family Trust |
Common Shares |
|
|
|
|
|
|
|
445000 |
I |
Irrevocable Trust |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Explanation of
Responses: |
(1) |
Represents shares acquired
under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan
during the fourth calendar quarter of 2022. |
(2) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions over a three-month period at prices ranging
from $4.61 to $5.95, 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) |
These shares were
transferred to a trust for the benefit of the reporting person's
family. The reporting person is the trustee and sole primary
beneficiary of the family trust. |
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, UT 84111 |
X |
|
President and CEO |
|
Signatures
|
/s/ Tricia Pannier as attorney-in-fact for
Gregory A. Lang |
|
1/4/2023 |
**Signature
of Reporting Person |
Date |
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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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. |
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