David A. Ottewell - Dec 1, 2021 Form 4 Insider Report for NOVAGOLD RESOURCES INC (NG)

Role: Vice President & CFO
Signature: /s/ Tricia Pannier as attorney-in-fact for David A. Ottewell
Stock symbol: NG
Transactions as of: Dec 1, 2021
Transactions value $: -$373,066
Form type: 4
Date filed: 12/1/2021, 05:24 PM
Previous filing: Oct 1, 2021
Next filing: Dec 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NG	Common Shares	Options Exercise	$0	+125K	+17.44%	$0.00	839K	Dec 1, 2021	Direct	F1
transaction	NG	Common Shares	Tax liability	-$373K	-55.3K	-6.59%	$6.75	784K	Dec 1, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NG	Stock Option (right to buy)	Award	$0	+216K		$0.00	216K	Dec 1, 2021	Common Shares	216K	$6.75	Direct	F2
transaction	NG	Performance Share Units ("PSUs")	Award	$0	+80.2K		$0.00	80.2K	Dec 1, 2021	Common Shares	80.2K	$0.00	Direct	F3
transaction	NG	Performance Share Units ("PSUs")	Options Exercise	$0	-134K	-100%	$0.00^*	0	Dec 1, 2021	Common Shares	134K	$0.00	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The December 1, 2018 grant totaling 134,000 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, 2018. On December 1, 2021, the performance criteria were deemed to have been met with respect to the grant at 93% of the original grant amount, decreasing the award to a total of 124,620 common shares.
F2	The options vest as follows: 1/3 on 12/1/2022; 1/3 on 12/1/2023; and 1/3 on 12/1/2024.
F3	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, 2024. 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.