SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

McConnell Gerald James

(Last)

(First)

(Middle)

C/O NOVAGOLD RESOURCES INC.

201 SOUTH MAIN STREET, SUITE 400

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2013

3. Issuer Name and Ticker or Trading Symbol
NOVAGOLD RESOURCES INC [ NG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	53,450⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	04/30/2012⁽³⁾	04/04/2018	Common Shares	35,000	$7.47⁽²⁾	D
Stock Option (right to buy)	04/30/2012	12/02/2015	Common Shares	40,000	$13.24⁽²⁾	D
Stock Option (right to buy)	04/30/2012	12/06/2016	Common Shares	75,750	$10.12⁽²⁾	D
Stock Option (right to buy)	04/30/2012	01/16/2015	Common Shares	75,000	$8.07⁽²⁾	D
Stock Option (right to buy)	04/30/2012	01/20/2015	Common Shares	82,250	$5.83⁽²⁾	D
Stock Option (right to buy)	04/30/2012	01/07/2014	Common Shares	5,146	$2.23⁽²⁾	D
Stock Option (right to buy)	04/30/2012	03/09/2016	Common Shares	75,000	$12.81⁽²⁾	D
Stock Option (right to buy)	04/30/2012	03/07/2014	Common Shares	100,000	$6.01⁽²⁾	D
Stock Option (right to buy)	04/30/2012	05/28/2014	Common Shares	150,000	$4.78⁽²⁾	D
Stock Option (right to buy)	12/05/2012	12/04/2017	Common Shares	130,050	$4.38⁽²⁾	D

Explanation of Responses:

1. Includes 19,568 Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share of the Issuer's common stock. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's employment or services as a director of NOVAGOLD RESOURCES INC. The grants will expire no later than 90 days after the reporting person's termination date.

2. Expressed in Canadian dollars.

3. Option grant is subject to performance criteria; none of the options will vest until the performance criteria is met.

Remarks:

Exhibit List Exhibit 24.1 Power of Attorney

	/s/ Gerald J. McConnell	12/01/2013
	** 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 5 (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 Number.