SEC Filing | Hovnanian Enterprises, Inc.

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SEC FORM 4 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^*

HOVNANIAN ARA K

(Last)

(First)

(Middle)

90 MATAWAN ROAD, FIFTH FLOOR

(Street)

MATAWAN

07747

(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)
Chairman of Bd., Pres. & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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)	Code	V	(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	⁽¹⁾	01/01/2019		M⁽²⁾		24,631		⁽¹⁾	⁽³⁾	Class A Common Stock	24,631	$0.0000	1,396,440	D
Class B Common Stock	⁽¹⁾	01/01/2019		M⁽²⁾		24,631		⁽¹⁾	⁽³⁾	Class A Common Stock	24,631	$0.0000	1,421,071	D
Market Share Units (Performance)	⁽⁴⁾	01/01/2019		M⁽²⁾			37,500	⁽⁵⁾	06/10/2021	Class A Common Stock⁽⁶⁾	37,500	$0.0000	262,500⁽⁷⁾	D
Market Share Units (Performance)	⁽⁴⁾	01/01/2019		M⁽²⁾			37,500	⁽⁵⁾	06/10/2021	Class A Common Stock⁽⁶⁾	37,500	$0.0000	225,000⁽⁷⁾	D
Class B Common Stock	⁽¹⁾	01/02/2019		F			26,218	⁽¹⁾	⁽³⁾	Class A Common Stock	26,218	$0.76	1,394,853	D
Class B Common Stock	⁽¹⁾	12/27/2018		G⁽⁸⁾	V	91,151.35		⁽¹⁾	⁽³⁾	Class A Common Stock	91,151.35	$0.0000	1,419,661.34	I	Held by Ara K. Hovnanian Family 1994 long-term trusts⁽⁹⁾
Class B Common Stock	⁽¹⁾	12/27/2018		G⁽⁸⁾	V	91,151.34		⁽¹⁾	⁽³⁾	Class A Common Stock	91,151.34	$0.0000	968,417.35⁽¹⁰⁾	I	Held by trusts for Esther K. Barry's family⁽¹¹⁾
Class B Common Stock	⁽¹⁾	12/27/2018		G⁽⁸⁾	V	91,151.34		⁽¹⁾	⁽³⁾	Class A Common Stock	91,151.34	$0.0000	969,446.41⁽¹⁰⁾	I	Held by trusts for Lucy K. Kalian's family⁽¹²⁾
Class B Common Stock	⁽¹⁾	12/27/2018		G⁽⁸⁾	V	91,151.34		⁽¹⁾	⁽³⁾	Class A Common Stock	91,151.34	$0.0000	571,229.93⁽¹⁰⁾	I	Held by trusts for Nadia K. Rodriguez's family⁽¹³⁾
Class B Common Stock	⁽¹⁾	12/27/2018		G⁽⁸⁾	V	91,151.34		⁽¹⁾	⁽³⁾	Class A Common Stock	91,151.34	$0.0000	831,408.41⁽¹⁰⁾	I	Held by trusts for Sossie K. Najarian's family⁽¹⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	133,210		133,210	I	Held as trustee for daughter Serena
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	133,210		133,210	I	Held as trustee for son Alexander
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	2,204,378		2,204,378	I	Held as trustee of the 2012 Marital Trust⁽¹⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	4,000		4,000	I	Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	4,000		4,000	I	Held as trustee of the Alton Hovnanian Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	776,679		776,679	I	Held as trustee of trust for Reporting Person's family⁽¹⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	776,679		776,679⁽¹⁰⁾	I	Held as trustee of trusts for Esther K. Barry's family⁽¹⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	776,679		776,679⁽¹⁰⁾	I	Held as trustee of trusts for Lucy K. Kalian's family⁽¹⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	776,679		776,679⁽¹⁰⁾	I	Held as trustee of trusts for Nadia K. Rodriguez's family⁽¹⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	776,679		776,679⁽¹⁰⁾	I	Held as trustee of trusts for Sossie K. Najarian's family⁽²⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	200,150		200,150	I	Held by daughter Serena
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	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⁾	⁽³⁾	Class A Common Stock	1,050,873		1,050,873⁽¹⁰⁾	I	Held by trusts for Kevork S. Hovnanian's family⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	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 ("Class B Common Stock"), is immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock")

2. On January 1, 2019, 37,500 Market Share Units vested and converted into 24,631 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016 that was subject to additional financial performance criteria that was determined to have been satisfied on December 14, 2018

3. No expiration date

4. Shares of Class B Common Stock received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis

5. The Market Share Units vest, if at all and to the extent of specified market performance of the Class A Common Stock over each relevant vesting period, in four equal installments on the following vesting dates: January 1, 2019, June 10, 2019, June 10, 2020 and June 10, 2021

6. Upon, and to the extent of, vesting of the Market Share Units, shares of Class B Common Stock would be received. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock.

7. The number of shares of Class B Common Stock that would be received upon vesting of the Market Share Units, if any, may vary from 50% to 175% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period

8. On December 27, 2018, Sirwart Hovnanian transferred general partnership and limited partnership units of the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership") to trusts for the benefit of family members of children of Kevork S. Hovnanian. These units relate to shares of Class B Common Stock.

9. Held by Ara K. Hovnanian Family 1994 long-term trusts, of which the reporting person is trustee, including shares held through a partnership interest in the Limited Partnership

10. 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

11. Held by Esther K. Barry Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

12. Held by Lucy K. Kalian Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

13. Held by Nadia K. Rodriguez Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

14. Held by Sossie K. Najarian Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

15. Held by the 2012 Marital Trust, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the Hovnanian Family 2012 L.L.C. (the "2012 LLC")

16. Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, through a limited liability company interest in the 2012 L.L.C.

17. Held by trusts for the benefit of the family of Esther K. Barry, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

18. Held by trusts for the benefit of the family of Lucy K. Kalian, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

19. Held by trusts for the benefit of the family of Nadia K. Rodriguez, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

20. Held by trusts for the benefit of the family of Sossie K. Najarian, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

21. Held by trusts for the benefit of the family of Kevork S. Hovnanian, of which the reporting person is a trustee and has a potential remainder interest

	Nancy A. Marrazzo Attorney-in-Fact	01/02/2019
	** 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).
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