SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ONeill Philip (Last) (First) (Middle) SUITE 1950, 777 DUNSMUIR STREET (Street) VANCOUVER A1 V7Y 1K4 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 09/02/2015
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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

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).

Remarks:

	/s/ Elaine Sanders as attorney-in-fact for Philip O'Neill	09/03/2015
	** 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).
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