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*
Deisley David

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

(Street)
SALT LAKE CITY UT 84111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NOVAGOLD RESOURCES INC [ NG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2017
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 12/01/2017 M 100,000 A $3.44(1) 815,062 D
Common Shares 12/01/2017 F 88,664 D $3.88(2) 726,398 D
Common Shares 12/01/2017 S 11,336 D $3.86(3) 715,062 D
Common Shares 12/04/2017 M 50,000 A $3.45(4) 765,062 D
Common Shares 12/04/2017 F 44,694 D $3.86(5) 720,368 D
Common Shares 12/04/2017 S 5,306 D $3.86(6) 715,062 D
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
Stock Option (Right to Buy) $3.44(1) 12/01/2017 M 100,000 12/05/2012 12/04/2017 Common Shares 100,000 $0.00 50,000 D
Stock Option (Right to Buy) $3.45(4) 12/04/2017 M 50,000 12/05/2012 12/04/2017 Common Shares 50,000 $0 0 D
Explanation of Responses:
1. The exercise price reported above was converted from the Canadian exercise price of C$4.38 using an exchange rate of CAD$1.2729=U.S.$1.00.
2. The price reported in Column 4 above was converted from the Canadian price of C$4.94 to USD using an exchange rate of C$1.2729=US$1.00.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from C$4.91 to C$4.9161, 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 Form 4. The Canadian weighted average price of C$4.91 was converted to USD using an exchange rate of C$1.2729=US$1.00
4. The exercise price reported above was converted from the Canadian exercise price of $4.38 using an exchange rate of CAD$1.2695=U.S.$1.00.
5. The price reported in Column 4 above was converted from the Canadian price of C$4.90 to USD using an exchange rate of C$1.2695=US$1.00.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from C$4.89 to C$4.90, 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 Form 4. The Canadian weighted average price of C$4.90 was converted to USD using an exchange rate of C$1.2695=US$1.00.
Remarks:
/s/ Tricia Pannier as attorney-in-fact for David Deisley 12/05/2017
** 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 Number.