Thomas Scott Kaplan Form 4 NovaCopper / THOMAS SCOTT KAPLAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NovaCopper Inc. [ NCQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Possible member of 10% group

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	09/16/2015		M		113,739	A	(4)	113,739	D
Common Shares								10,000	I	By Tigris Financial Group Ltd.(1)(3)
Common Shares								5,608,532	I	By Electrum Global Holdings L.P.(2)(3)
Common Shares								833,333	I	By GRAT Holdings LLC(2)(3)
Common Shares								16,022,449	I	By Electrum Strategic Resources L.P.(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Deferred Shares Units(4)	(4)	09/16/2015		M		113,739.556		(4)	(4)	Common Shares	113,739.556	$0	0	D
Deferred Shares Units(5)	(5)							(5)	(5)	Common Shares	166		166	D

1. Name and Address of Reporting Person^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELECTRUM GLOBAL HOLDINGS L.P.

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TEG Global GP Ltd.

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leopard Holdings LLC

(Last) (First) (Middle)

535 MADISON AVE., 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Group LLC

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GRAT Holdings LLC

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Resources L.P.

(Last) (First) (Middle)

700 MADISON AVE., 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. Dr. Kaplan is the sole shareholder of Tigris.

2. Global Holdings owns all of the limited partnership interests of Electrum Strategic Resources L.P. ("Electrum Strategic") and all of the equity interests of Electrum Strategic Management LLC, the general partner of Electrum Strategic. TEG Global GP Ltd. ("Global GP") is the sole general partner of, and The Electrum Group LLC ("TEG Services") is the investment adviser to, Global Holdings. Global GP is principally owned and controlled, indirectly, by GRAT Holdings LLC ("GRAT Holdings"). GRAT Holdings is owned by trusts for the benefit of family members of Dr. Kaplan.

3. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Tigris, Global Holdings, GRAT Holdings and Electrum Strategic is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

4. Each Deferred Share Unit ("DSU") is the economic equivalent of one share of the Issuer's common stock. The DSUs vested immediately upon issuance; however, the issuer was not required to issue the underlying common shares to Dr. Kaplan until termination of his services as a director of the Issuer and his subsequent election to redeem the DSUs. As previously reported, Dr. Kaplan ceased to serve as a director of the Issuer on June 19, 2015. On September 16, 2015, Dr. Kaplan elected to convert his DSUs (on a one-for-one basis) into an aggregate of 113,739 of the Issuer's ordinary shares.

5. As previously reported in an Amendment to Form 3 filed by Thomas S. Kaplan on May 6, 2013, Dr. Kaplan holds 166 DSUs awarded to him by the Issuer on April 30, 2012, which vested immediately upon issuance. Dr. Kaplan will not have any voting or dispositive rights with respect to the common shares underlying such DSUs, until termination of the reporting person's service as a director of NovaGold Resources Inc. Such DSU grants will expire no later than 90 days after Dr. Kaplan's termination date.

	/s/ Thomas S. Kaplan	09/18/2015
	** Signature of Reporting Person	Date
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