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)
10/29/2021

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)
Class A Common Stock	10/29/2021		G⁽¹⁾	V	13,552⁽²⁾	D	$0.00	0⁽²⁾	I	Held as trustee of trust for Reporting Person's family⁽⁴⁾
Class A Common Stock	10/29/2021		G⁽¹⁾	V	720	D	$0.00	0	I	Held by Ara K. Hovnanian Family 1994 long-term trusts⁽⁵⁾
Class A Common Stock	10/29/2021		G⁽¹⁾	V	14,272	A	$0.00	136,590	D
Class A Common Stock	10/29/2021		G⁽¹⁾	V	14,272	D	$0.00	122,318	D
Class A Common Stock	10/29/2021		G⁽¹⁾	V	14,272	A	$0.00	14,272⁽³⁾	I	Held by 2021 trusts⁽⁶⁾
Class A Common Stock								63,514.872⁽²⁾⁽³⁾	I	Held as trustee of trusts for Esther K. Barry's family⁽⁷⁾
Class A Common Stock								51,574.872⁽²⁾⁽³⁾	I	Held as trustee of trusts for Lucy K. Kalian's family⁽⁸⁾
Class A Common Stock								73,504.872⁽²⁾⁽³⁾	I	Held as trustee of trusts for Nadia K. Rodriguez's family⁽⁹⁾
Class A Common Stock								63,574.872⁽²⁾⁽³⁾	I	Held as trustee of trusts for Sossie K. Najarian's family⁽¹⁰⁾
Class A Common Stock								3,563.96⁽³⁾	I	Held by trusts for Esther K. Barry's family⁽¹¹⁾
Class A Common Stock								4,132.76⁽³⁾	I	Held by trusts for Lucy K. Kalian's family⁽¹²⁾
Class A Common Stock								720⁽³⁾	I	Held by trusts for Nadia K. Rodriguez's family⁽¹³⁾
Class A Common Stock								720⁽³⁾	I	Held by trusts for Sossie K. Najarian's family⁽¹⁴⁾
Class A Common Stock								668	I	Held by wife

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	⁽¹⁴⁾	10/29/2021		G⁽¹⁾	V		6,278	⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	6,278	$0.00	50,507.51	I	Held by Ara K. Hovnanian Family 1994 long-term trusts⁽⁵⁾
Class B Common Stock	⁽¹⁴⁾	10/29/2021		G⁽¹⁾	V	6,278		⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	6,278	$0.00	315,188	D
Class B Common Stock	⁽¹⁴⁾	10/29/2021		G⁽¹⁾	V		82,404	⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	82,404	$0.00	232,784	D
Class B Common Stock	⁽¹⁴⁾	10/29/2021		G⁽¹⁾	V	82,404		⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	82,404	$0.00	82,404	I	Held by 2021 trusts⁽⁶⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	5,328.4		5,328.4	I	Held as trustee for daughter Serena
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	5,328.4		5,328.4	I	Held as trustee for son Alexander
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	160		160	I	Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	160		160	I	Held as trustee of the Alton Hovnanian Trust
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	157,434.56		157,434.56⁽²⁾	I	Held as trustee of trust for Reporting Person's family⁽⁴⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁾⁽³⁾	I	Held as trustee of trusts for Esther K. Barry's family⁽⁷⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁾⁽³⁾	I	Held as trustee of trusts for Lucy K. Kalian's family⁽⁸⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁾⁽³⁾	I	Held as trustee of trusts for Nadia K. Rodriguez's family⁽⁹⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁾⁽³⁾	I	Held as trustee of trusts for Sossie K. Najarian's family⁽¹⁰⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	5,125.28		5,125.28	I	Held by Reporting Person through partnership interests in the Limited Partnership.
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	38,736.694		38,736.694⁽³⁾	I	Held by trusts for Esther K. Barry's family⁽¹¹⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	42,034.92		42,034.92⁽³⁾	I	Held by trusts for Kevork S. Hovnanian's family⁽¹⁵⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	38,777.8564		38,777.8564⁽³⁾	I	Held by trusts for Lucy K. Kalian's family⁽¹²⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	22,849.1972		22,849.1972⁽³⁾	I	Held by trusts for Nadia K. Rodriguez's family⁽¹³⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	33,256.3364		33,256.3364⁽³⁾	I	Held by trusts for Sossie K. Najarian's family⁽¹⁴⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock	812		812	I	Held by wife

Explanation of Responses:

1. Represents transfers in connection with the long-term estate planning of the reporting person, including (i) the distribution of 13,552 shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock") from the Hovnanian Family 2012 LLC (the "2012 LLC") to a trust for the benefit of the reporting person and the further distribution of such shares from such trust to the reporting person, (ii) the distribution of 720 shares of Class A Common Stock and 6,278 shares of Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock") from Ara K. Hovnanian Family 1994 long-term trusts to the reporting person, and (iv) the gift of all of such aforementioned shares, along with 76,126 shares of Class B Common Stock held directly by the reporting person, to trusts for the benefit of the reporting person's family, of which the reporting person is the investment trustee.

2. Represents an adjustment to the previously reported balance of shares held due to the incorrect reporting of balances following the of Class A Common Stock held by the Ara K. Hovnanian 2012 Trust for Class B Common Stock held by the Hovnanian Family 2012 L.L.C. on April 30, 2019, whereby certain balances of Class A Common Stock were understated by 5,785.60 shares and certain balances of Class B Common Shares were overstated by 5,785.60 as a result of changes in indirect ownership following the exchange.

3. 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.

4. Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, including shares held through a limited liability company interest in the 2012 LLC

5. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee

6. Held by trusts for the benefit of the reporting person's family (the "2021 trusts"), of which the reporting person is the investment trustee.

7. 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.

8. 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

9. 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

10. 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

11. 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

12. 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

13. Held by The Nadia K. Rodriguez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest

14. 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

15. 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

Remarks:

	/s/ Ara K. Hovnanian	11/02/2021
	** 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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