Sanders Elaine Form 4 NovaCopper / Elaine Sanders 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^*

Sanders Elaine

(Last) (First) (Middle)

SUITE 1950, 777 DUNSMUIR STREET

(Street)

VANCOUVER A1 V7Y 1K4

(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
X	Officer (give title below)	Other (specify below)
VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2015

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

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. 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 Stock	12/23/2015		M		36,133	A	$0	314,728	D

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
Employee Stock Option (right to buy)	$0.44(1)	12/23/2015		A		200,000		(2)	12/22/2020	Common Stock	200,000	$0	200,000	D
Restricted Stock Units	(3)	12/23/2015		A		200,000		(4)	(4)	Common Stock	200,000	$0	200,000	D
Restricted Stock Units	(3)	12/23/2015		M			36,133	(4)	(4)	Common Stock	36,133	$0	163,867	D
Restricted Stock Units	(3)	12/23/2015		M(5)			30,533	(4)	(4)	Common Stock	30,533	$0	133,334	D

Explanation of Responses:

1. Expressed in Canadian dollars.

2. The stock options vest in three equal installments on December 23, 2015, December 23, 2016 and December 23, 2017.

3. Each restricted stock unit represents a contingent right to receive one share of NCQ common stock or the economic equivalent thereof, at the election of the board of directors of NovaCopper Inc. The conversion price of the underlying common shares as of the December 23, 2015 settlement date was Cdn $0.44.

4. The restricted stock units vest in three equal installments on December 23, 2015, December 23, 2016 and December 23, 2017.

5. Pursuant to the terms of NovaCopper Inc. 2012 Restricted Share Unit Plan, a portion of the vested restricted stock units was paid in cash in lieu of delivery of the underlying common shares.

Remarks:

	/s/ Elaine Sanders	12/28/2015
	** 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).
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