Richard Alan Williams - Jan 24, 2024 Form 3 Insider Report for NOVAGOLD RESOURCES INC (NG)

Role: Vice President and COO
Signature: /s/ Tricia Pannier as attorney-in-fact for Richard Alan Williams
Stock symbol: NG
Transactions as of: Jan 24, 2024
Transactions value $: $0
Form type: 3
Date filed: 1/31/2024, 11:34 AM
Next filing: Apr 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NG	Common Shares						401K	Jan 24, 2024	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
holding	NG	Stock Option (right to buy)							Jan 24, 2024	Common Shares	120K	$6.96	Direct	F1
holding	NG	Stock Option (right to buy)							Jan 24, 2024	Common Shares	87.7K	$9.96	Direct	F2
holding	NG	Stock Option (right to buy)							Jan 24, 2024	Common Shares	132K	$6.75	Direct	F3
holding	NG	Stock Option (right to buy)							Jan 24, 2024	Common Shares	143K	$5.77	Direct	F4
holding	NG	Stock Option (right to buy)							Jan 24, 2024	Common Shares	249K	$4.20	Direct	F5
holding	NG	Performance Share Units ("PSUs")							Jan 24, 2024	Common Shares	49.1K	$0.00	Direct	F6
holding	NG	Performance Share Units ("PSUs")							Jan 24, 2024	Common Shares	60.3K	$0.00	Direct	F7
holding	NG	Performance Share Units ("PSUs")							Jan 24, 2024	Common Shares	31K	$0.00	Direct	F8
holding	NG	Performance Share Units ("PSUs")							Jan 24, 2024	Common Shares	108K	$0.00	Direct	F9

* 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 12/1/2020; 1/3 on 12/1/2021; and 1/3 on 12/1/2022.
F2	The options vest as follows: 1/3 on 12/1/2021; 1/3 on 12/1/2022; and 1/3 on 12/1/2023.
F3	The options vest as follows: 1/3 on 12/1/2022; 1/3 on 12/1/2023; and 1/3 on 12/1/2024.
F4	The options vest as follows: 1/3 on 12/1/2023; 1/3 on 12/1/2024; and 1/3 on 12/1/2024.
F5	The options vest as follows: 1/3 on 12/1/2024; 1/3 on 12/1/2025; and 1/3 on 12/1/2026.
F6	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.
F7	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.
F8	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 vesting 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 at 100% of the PSU grant amount if the vesting criteria is met. The anticipated vesting date is June 30, 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 vesting criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person.
F9	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.