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)
06/19/2015
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 06/19/2015 P 10,000 A (1) 10,000 I By Tigris Financial Group Ltd.(2)(4)
Common Shares 06/19/2015 P 5,608,352 A (1) 5,608,532 I By Electrum Global Holdings L.P.(3)(4)
Common Shares 833,333 I By GRAT Holdings LLC(3)(4)
Common Shares 16,022,449 I By Electrum Strategic Resources L.P.(3)(4)
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(5) (5) (5) (5) Common Shares 112,728.223 112,728.223 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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
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)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Possible member of 10% group
Explanation of Responses:
1. Each of Tigris Financial Group Ltd. ("Tigris") and Electrum Global Holdings L.P. ("Global Holdings") received the common shares reported herein in connection with the consummation of the transactions (the "Transaction") contemplated by the arrangement agreement (the "Arrangement") entered into on April 22, 2015 between NovaCopper Inc. ("NovaCopper") and Sunward Resources Ltd. ("Sunward"). Pursuant to the Arrangement, upon the closing, each outstanding Sunward common share was exchanged for 0.3 common shares of NovaCopper. On the closing date of the Transaction, the closing price of NovaCopper common shares was $0.52 per share.
2. Dr. Kaplan is the sole shareholder of Tigris.
3. 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.
4. 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.
5. As previously reported, the Dr. Kaplan holds an aggregate of 112,728.223 Deferred Share Units ("DSUs") awarded to him by the Issuer. Each DSU is the economic equivalent of one common share of the issuer. The DSUs vested immediately upon issuance; however, the underlying common shares were not issued to the reporting person, and the reporting person did not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's service as a director of the Issuer. Dr. Kaplan ceased to serve as a director of the Issuer on June 19, 2015 and may elect to convert his DSUs into an aggregate of 112,728 of the Issuer's ordinary shares. The DSU grants will expire no later than 90 days after Dr. Kaplan's termination date.
/s/ Thomas S. Kaplan 06/23/2015
** 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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