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*
Lang Gregory A.

(Last) (First) (Middle)
C/O NOVAGOLD RESOURCES INC.
201 SOUTH MAIN STREET, SUITE 400

(Street)
SALT LAKE CITY UT 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
X Officer (give title below) Other (specify below)
President & CEO
5. If Amendment, Date of Original Filed (Month/Day/Year)
12/02/2013
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 698,444(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 12/06/2016 Common Shares 500,000 $10.12(3) D
Stock Option (right to buy) (4) 06/07/2017 Common Shares 500,000 $6.17(3) D
Stock Option (right to buy) (5) 12/04/2017 Common Shares 660,000 $4.38(3) D
Explanation of Responses:
1. Includes 560,000 Performance Share Units, which are subject to performance criteria set by the board of directors of the Issuer. 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 the performance criteria has been met.
2. The options vest as follows: 1/3 immediately; 1/3 on 1/9/2013; 1/3 on 1/9/2014.
3. Expressed in Canadian dollars.
4. The options vest as follows: 166,000 on 6/8/2012; 167,000 on 6/8/2013; 167,000 on 6/8/2014.
5. The options vest as follows: 220,000 on 12/5/2012; 220,000 on 12/5/2013; 220,000 on 12/5/2014.
Remarks:
/s/ Tricia Pannier as attorney-in-fact for Gregory A. Lang 01/09/2014
** 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.