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)

C/O HOVNANIAN ENTERPRISES, INC.

90 MATAWAN ROAD

(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)
06/08/2022

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⁾	06/08/2022		M⁽²⁾		3,042		⁽¹⁾	⁽³⁾	Class A Common Stock	3,042	$0.0000	242,906	D
Class B Common Stock	⁽¹⁾	06/08/2022		M⁽⁴⁾		3,042		⁽¹⁾	⁽³⁾	Class A Common Stock	3,042	$0.0000	245,948	D
Class B Common Stock	⁽¹⁾	06/08/2022		F			2,396	⁽¹⁾	⁽³⁾	Class A Common Stock	2,396	$58.52	243,552	D
Market Share Units	⁽⁵⁾	06/08/2022		M⁽²⁾			3,000	⁽⁶⁾	06/08/2023	Class A Common Stock	3,000⁽²⁾	$0.0000	3,000⁽⁷⁾	D
Market Share Units	⁽⁵⁾	06/08/2022		M⁽⁴⁾			3,000⁽⁸⁾	⁽⁹⁾	06/08/2023	Class A Common Stock⁽¹⁰⁾	3,000⁽¹¹⁾	$0.0000	0.0000⁽¹²⁾	D
Class B Common Stock	⁽¹⁾	06/09/2022		M⁽¹³⁾		2,497		⁽¹⁾	⁽³⁾	Class A Common Stock	2,497	$0.0000	246,049	D
Class B Common Stock	⁽¹⁾	06/09/2022		M⁽¹⁴⁾		1,249		⁽¹⁾	⁽³⁾	Class A Common Stock	1,249	$0.0000	247,298	D
Class B Common Stock	⁽¹⁾	06/09/2022		F			1,475	⁽¹⁾	⁽³⁾	Class A Common Stock	1,475	$58.17	245,823	D
Market Share Units	⁽¹⁵⁾	06/09/2022		M⁽¹³⁾			3,000⁽⁸⁾	⁽¹⁶⁾	06/09/2022	Class A Common Stock⁽¹⁰⁾	3,000⁽¹⁷⁾	$0.0000	0.0000	D
Market Share Units (Performance)	⁽⁸⁾	06/09/2022		M⁽¹⁴⁾			1,500	⁽¹⁸⁾	06/09/2022	Class A Common Stock⁽¹⁰⁾	1,500⁽¹⁴⁾	$0.0000	0.0000	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	5,328.4		5,328.4	I	Held as trustee for daughter Serena
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	5,328.4		5,328.4	I	Held as trustee for son Alexander
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	160		160	I	Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	160		160	I	Held as trustee of the Alton Hovnanian Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	157,434.56		157,434.56	I	Held as trustee of trust for Reporting Person's family⁽¹⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁰⁾	I	Held as trustee of trusts for Esther K. Barry's family⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁰⁾	I	Held as trustee of trusts for Lucy K. Kalian's family⁽²²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁰⁾	I	Held as trustee of trusts for Nadia K. Rodriguez's family⁽²³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	25,281.4		25,281.4⁽²⁰⁾	I	Held as trustee of trusts for Sossie K. Najarian's family⁽²⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	50,507.51		50,507.51	I	Held by Ara K. Hovnanian Family 1994 long-term trusts⁽²⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	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	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	38,736.694		38,736.694⁽²⁰⁾	I	Held by trusts for Esther K. Barry's family⁽²⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	42,034.92		42,034.92⁽²⁰⁾	I	Held by trusts for Kevork S. Hovnanian's family⁽²⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	38,777.8564		38,777.8564⁽²⁰⁾	I	Held by trusts for Lucy K. Kalian's family⁽²⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	22,849.1972		22,849.1972⁽²⁰⁾	I	Held by trusts for Nadia K. Rodriguez's family⁽²⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	33,256.3364		33,256.3364⁽²⁰⁾	I	Held by trusts for Sossie K. Najarian's family⁽³⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Class A Common Stock	812		812	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 June 8, 2022, 3,000 Market Share Units vested and converted into 3,042 shares of Class B Common Stock pursuant to the terms of the award granted on June 8, 2018 that was subject to additional financial performance criteria that was determined to have been satisfied on December 15, 2020

3. No expiration date

4. On June 8, 2022, 3,000 Market Share Units vested and converted into 3,042 shares of Class B Common Stock pursuant to the terms of the award granted on June 8, 2018

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

6. 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, 2021, June 8, 2021, June 8, 2022 and June 8, 2023

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 200% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period

8. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019

9. 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 beginning on June 8, 2020

10. 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.

11. On June 8, 2022, 3,000 Market Share Units vested and converted into 3,042 shares of Class B Common Stock pursuant to the terms of the award granted on June 8, 2018. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019.

12. 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 200% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period. This amount also reflects the forfeiture of Market Share Units, without any vesting, that occurred in previous years pursuant to the terms of the award.

13. On June 9, 2022, 3,000 Market Share Units vested and converted into 2,497 shares of Class B Common Stock pursuant to the terms of the award granted on June 9, 2017

14. On June 9, 2022 1,500 Market Share Units vested and converted into 1,249 shares of Class B Common Stock pursuant to the terms of the award granted on June 9, 2017 that was subject to additional financial performance criteria that was determined to have been satisfied on December 16, 2019

15. Shares of Class B Common Stock received upon vesting convert to Class A Common Stock on a one-for-one basis

16. 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 beginning on June 9, 2019

17. On June 9, 2022, 3,000 Market Share Units vested and converted into 2,497 shares of Class B Common Stock pursuant to the terms of the award granted on June 9, 2017. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019.

18. 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, 2020, June 9, 2020, June 9, 2021 and June 9, 2022

19. 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 Hovnanian Family 2012 LLC (the "2012 LLC")

20. 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

21. 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

22. 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

23. 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

24. Held by trust for the benefit of the family of Sossie K. Najarian, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC

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

26. 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

27. 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

28. 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

29. 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

30. 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

	Elizabeth D. Tice Attorney-in-Fact	06/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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