David A. Ottewell - Dec 1, 2022 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, 2022
Transactions value $
$0
Form type
4
Date filed
12/1/2022, 03:37 PM
Previous filing
Oct 3, 2022
Next filing
Dec 7, 2022

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 +229K $0.00 229K Dec 1, 2022 Common Shares 229K $5.77 Direct F1
transaction NG Performance Share Units ("PSUs") Award $0 +96.6K $0.00 96.6K Dec 1, 2022 Common Shares 96.6K $0.00 Direct F2
transaction NG Performance Share Units ("PSUs") Options Exercise $0 -72.7K -100% $0.00* 0 Dec 1, 2022 Common Shares 72.7K $0.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The options vest as follows: 1/3 on 12/1/2023; 1/3 on 12/1/2024; and 1/3 on 12/1/2024.
F2 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, 2025. 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.
F3 The December 1, 2019 grant totaling 72,700 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, 2019. On December 1, 2022, the minimum threshold performance criteria was deemed not to have been met resulting in the grant being forfeited with 0% vesting.