SEC Filing | Hovnanian Enterprises, Inc.

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SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HOVNANIAN ARA K

(Last)

(First)

(Middle)

110 WEST FRONT STREET

(Street)

RED BANK

07701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC [ HOV ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2009

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0⁽¹⁾	11/19/2008		G		20,000	⁽¹⁾	⁽²⁾	Class A Common Stock	20,000	$0	191,660⁽³⁾	D
Class B Common Stock	$0⁽¹⁾	11/19/2008		G	10,000		⁽¹⁾	⁽²⁾	Class A Common Stock	10,000	$0	53,650	I	Held by daughter Serena
Class B Common Stock	$0⁽¹⁾	11/19/2008		G	10,000		⁽¹⁾	⁽²⁾	Class A Common Stock	10,000	$0	68,324	I	Held by son Alexander
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	33,579		33,579	I	Held as trustee for daughter Serena
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	33,579		33,579	I	Held as trustee for son Alexander
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	4,000		4,000	I	Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	4,000		4,000	I	Held as trustee of the Alton Hovnanian Trust
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	7,138,646		7,138,646⁽⁴⁾	I	Held by executors for the Estate of Kevork S. Hovnanian⁽⁵⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	128,132		128,132	I	Held by Reporting Person through partnership interests in the Limited Partnership.
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	223,587		223,587⁽³⁾	I	Held by the Ara K. Hovnanian 2004 GRAT
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	1,085,210.92		1,085,210.92	I	Held by the Ara K. Hovnanian Family 1994 Long-Term Trust⁽⁶⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	427,207.93		427,207.93⁽⁴⁾	I	Held by trust for Esther K. Barry's family⁽⁷⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	512,648.93		512,648.93⁽⁴⁾	I	Held by trust for Lucy K. Kalian's family⁽⁸⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	237,596.14		237,596.14⁽⁴⁾	I	Held by trust for Nadia K. Rodriguez's family⁽⁹⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	341,766.94		341,766.94⁽⁴⁾	I	Held by trust for Sossie K. Najarian's family⁽¹⁰⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	199,262		199,262⁽⁴⁾	I	Held by trust for the Reporting Person and his family⁽¹¹⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽²⁾	Class A Common Stock	20,300		20,300	I	Held by wife

Explanation of Responses:

1. The Class B Common Stock, par value $.01 per share, non-cumulative, is immediately converted into an equal number of shares of Class A Common Stock, per value $.01 per share, non-cumulative

2. No expiration date

3. On May 27, 2008 the Reporting Person received a distribution of 26,413 shares of Class B Common Stock from the Ara K. Hovnanian 2004 GRAT in which the reporting person is trustee and the principal beneficiary. The Reporting Person's beneficial interest in such shares was not changed by such distribution.

4. The reporting person disclaims beneficial ownership of these securities except to the extent of his potential pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose

5. Held by Sirwart Hovnanian, Ara K. Hovnanian, Sossie K. Najarian, Esto K. Barry, Lucy K. Kalian and Nadia K. Rodriguez, Executors of the Estate of Kevork S. Hovnanian, Deceased (the "Executors"). The reporting person is special purpose Executor with respect to investments in securities of the Issuer. Transactions by the Executors are currently exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-2(d)(1).

6. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership")

7. Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership

8. Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership

9. Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership

10. Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership

11. Following the final transfer of shares to the principal beneficiary of the KSH 2004 GRAT, of which the Reporting Person was the trustee and had a potential remainder interest, the remaining 199,262 shares of Class B Common Stock held by the KSH 2004 GRAT were, pursuant to the original terms of the GRAT, transferred to a trust for the benefit of the Reporting Person and his family. The Reporting Person is a trustee of this new trust. The Reporting Person's beneficial interest in shares was not changed by such transfer.

Remarks:

	Nancy A. Marrazzo Attorney-in-Fact	12/08/2009
	** 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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