p12-1457sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*
 
 
NovaGold Resources Inc.
  
(Name of Issuer)
 
 
Common Stock
  
(Title of Class of Securities)
 
 
66987E206
  
(CUSIP Number)
 
 
August 2, 2012
  
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 10 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No.  66987E206
 
13G
Page 2 of 10 Pages



1
NAME OF REPORTING PERSON
Vinik Offshore Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
8,621,056
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
8,621,056
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,621,056
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.08%
12
TYPE OF REPORTING PERSON
CO


 
 
 
CUSIP No.  66987E206
 
13G
Page 3 of 10 Pages



1
NAME OF REPORTING PERSON
Vinik Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
6,784,100
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
6,784,100
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,784,100
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.42%
12
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  66987E206
 
13G
Page 4 of 10 Pages



1
NAME OF REPORTING PERSON
Vinik Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
71,700
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
71,700
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,700
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.01%
12
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  66987E206
 
13G
Page 5 of 10 Pages



1
NAME OF REPORTING PERSON
Vinik Asset Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
    -0-
6
SHARED VOTING POWER
15,476,856
7
SOLE DISPOSITIVE POWER
    -0-
8
SHARED DISPOSITIVE POWER
15,476,856
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,476,856
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53%
12
TYPE OF REPORTING PERSON
PN


 

 
 
 
CUSIP No.  66987E206
 
13G
Page 6 of 10 Pages



Item 1 (a).
NAME OF ISSUER
   
 
The name of the issuer is NovaGold Resources Inc. (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
 
The Company's principal executive offices are located at Suite 2300-200 Granville St., Vancouver, BC V6C 1S4, Canada.

Item 2 (a).
NAME OF PERSON FILING
   
 
This statement is filed by:
   
 
(i) Vinik Offshore Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands ("VOF"), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it;
   
 
(ii) Vinik Fund, L.P., a limited partnership organized under the laws of the State of Delaware, United States ("VF"), with respect to the shares of Common Stock directly held by it;
   
 
(iii) Vinik Partners, L.P., a limited partnership organized under the laws of the State of Delaware, United States ("VP"), with respect to the shares of Common Stock directly held by it;
   
 
(iv) Vinik Asset Management, L.P., a limited partnership organized under the laws of the State of Delaware, United States ("VAM"), with respect to the shares of Common Stock directly held by VOF, VF and VP;
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
 
The address of the business office of VOF is 89 Nexus Way, 2nd Floor, Camana Bay, P.O. Box 31106, Grand Cayman, KY1-1205, Cayman Islands. The address of the business office of each of VF, VP and VAM is 260 Franklin Street, Boston, Massachusetts  02110.

Item 2(c).
CITIZENSHIP
   
 
VOF is a an exempted company incorporated under the laws of the Cayman Islands.VF, VP and VAM are limited partnerships organized under the laws of the State of Delaware, United States.

Item 2(d).
TITLE OF CLASS OF SECURITIES
   
 
Common Stock, no par value (the "Common Stock")

Item 2(e).
CUSIP NUMBER
   
 
66987E206
 
 
 
 
 
CUSIP No.  66987E206
 
13G
Page 7 of 10 Pages


 
Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act;
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:  ____________________________________________________________________

Item 4.
OWNERSHIP
  
     
 
The percentages used herein are calculated based upon 279,500,000 shares of Common Stock issued and outstanding as of May 31, 2012, as reflected on the Company's website.
  
     
     
 
A.
VOF
     
(a)
Amount beneficially owned:  8,621,056
     
(b)
Percent of class: 3.08%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  8,621,056
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  8,621,056

 
B.
VF
     
(a)
Amount beneficially owned:  6,784,100
     
(b)
Percent of class:  2.42%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  6,784,100
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  6,784,100

 
C.
VP
     
(a)
Amount beneficially owned:  71,700
     
(b)
Percent of class:  Less than .01%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  71,700
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  71,700
 
 
 
 
CUSIP No.  66987E206
 
13G
Page 8 of 10 Pages

 
 
 
D.
VAM
     
(a)
Amount beneficially owned:  15,476,856
     
(b)
Percent of class:  5.53%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  15,476,856
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  15,476,856
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
 
Not applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
 
Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
Not applicable.

Item 10.
CERTIFICATION

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



 
 
 
CUSIP No.  66987E206
 
13G
Page 9 of 10 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATE:  August 13, 2012

VINIK OFFSHORE FUND, LTD.
    
     
By:
Vinik Asset Management, L.P., as its
    
 
Investment Manager
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Authorized Person
    
     
VINIK FUND, L.P.
    
     
By:
Vinik Asset Management, L.P., as its
    
 
Investment Manager
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Authorized Person
    
     
VINIK PARTNERS, L.P.
    
     
By:
Vinik Asset Management, L.P., as its
    
 
Investment Manager
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Authorized Person
    
     
VINIK ASSET MANAGEMENT, L.P.
    
     
By:
Vinik Asset Management, L.L.C., as its
    
 
General Partner
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Managing Member
    


 
 
 
CUSIP No.  66987E206
 
13G
Page 10 of 10 Pages


EXHIBIT 1
 
JOINT FILING AGREEMENT
 
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATE:  August 13, 2012

VINIK OFFSHORE FUND, LTD.
    
     
By:
Vinik Asset Management, L.P., as its
    
 
Investment Manager
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Authorized Person
    
     
VINIK FUND, L.P.
    
     
By:
Vinik Asset Management, L.P., as its
    
 
Investment Manager
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Authorized Person
    
     
VINIK PARTNERS, L.P.
    
     
By:
Vinik Asset Management, L.P., as its
    
 
Investment Manager
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Authorized Person
    
     
VINIK ASSET MANAGEMENT, L.P.
    
       
By:
Vinik Asset Management, L.L.C., as its
    
 
General Partner
    
     
By:
/s/ Jeffrey Vinik
    
Name:
Jeffrey Vinik
    
Title:
Managing Member