Statement of Changes in Beneficial Ownership (4)
October 24 2022 - 10:59AM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Dowdall
Sharon |
2. Issuer Name and Ticker or Trading
Symbol NOVAGOLD RESOURCES INC [ NG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
C/O NOVAGOLD RESOURCES INC., 201 SOUTH MAIN STREET, SUITE
400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/21/2022
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|
(Street)
SALT LAKE CITY, UT 84111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
10/21/2022 |
|
M |
|
104400 |
A |
$3.65 (1) |
148009 |
D |
|
|
Common Shares |
10/21/2022 |
|
F |
|
78734 |
D |
$4.83 (2) |
69275 |
D |
|
|
Common Shares |
10/21/2022 |
|
S |
|
25666 |
D |
$4.82 (3) |
43609 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
$3.65 (1) |
10/21/2022 |
|
M |
|
|
104400 |
(4) |
11/30/2022 |
Common Shares |
104400 |
$0.00 |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
The exercise price reported
above was converted from the Canadian exercise price of C$5.00
using an exchange rate of CAD $1.3713=USD $1.00. |
| (2) |
The price above was
converted from the Canadian price of C$6.63 to USD using an
exchange rate of CAD $1.3713=USD $1.00. |
| (3) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions ranging from C$6.61 to C$6.62, 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 footnote. The weighted average price
reported above was converted from the Canadian weighted average
price of C$6.61 to USD using an exchange rate of CAD $1.3713=USD
$1.00. |
| (4) |
These options were granted
on 12/1/2017 and vested as follows: 1/3 on 12/1/2018; 1/3 on
12/1/2019; and 1/3 on 12/1/2020. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Dowdall Sharon
C/O NOVAGOLD RESOURCES INC.
201 SOUTH MAIN STREET, SUITE 400
SALT LAKE CITY, UT 84111 |
X |
|
|
|
Signatures
|
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/s/ Tricia Pannier as attorney-in-fact for Sharon
Dowdall |
|
10/24/2022 |
| **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 control number. |
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