0001214659-23-015957.txt : 20231204 0001214659-23-015957.hdr.sgml : 20231204 20231204140329 ACCESSION NUMBER: 0001214659-23-015957 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231204 DATE AS OF CHANGE: 20231204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lang Gregory A. CENTRAL INDEX KEY: 0001562640 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31913 FILM NUMBER: 231462271 MAIL ADDRESS: STREET 1: C/O TRILOGY METALS INC. STREET 2: 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOVAGOLD RESOURCES INC CENTRAL INDEX KEY: 0001173420 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 201 SOUTH MAIN STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 801-449-9328 MAIL ADDRESS: STREET 1: 201 SOUTH MAIN STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 4 1 marketforms-63662.xml PRIMARY DOCUMENT X0508 4 2023-12-01 0001173420 NOVAGOLD RESOURCES INC NG 0001562640 Lang Gregory A. C/O NOVAGOLD RESOURCES INC. 201 SOUTH MAIN STREET, SUITE 400 SALT LAKE CITY UT 84111 true true false false President and CEO 0 Stock Option (right to buy) 4.20 2023-12-01 4 A false 863900 0 A 2028-11-30 Common Shares 863900 863900 D Performance Share Units ("PSUs") 0 2023-12-01 5 A false E 374400 0 A Common Shares 374400 374400 D Performance Share Units ("PSUs") 0 2023-12-01 4 M false 147400 0 D Common Shares 147400 0 D The options vest as follows: 1/3 on 12/1/2024; 1/3 on 12/1/2025; and 1/3 on 12/1/2026. Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is December 1, 2026. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person. The December 1, 2020 grant totaling 147,400 Performance Share Units (PSUs), which were subject to performance criteria set by the board of directors of the Issuer, was previously voluntarily reported on Form 4 on December 1, 2020. On December 1, 2023, the minimum threshold performance criteria was deemed not to have been met resulting in the grant being forfeited with 0% vesting. /s/ Tricia Pannier as attorney-in-fact for Gregory A. Lang 2023-12-04