SEC Filing | Hovnanian Enterprises, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wyatt Michael P.

(Last)

(First)

(Middle)

C/O HOVNANIAN ENTERPRISES, INC.

90 MATAWAN ROAD

(Street)

MATAWAN

07747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2024

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

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

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Group President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	15,702⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	06/13/2029	Class A Common Stock	1,200	7.85	D
Employee Stock Option (right to buy)	⁽²⁾	06/07/2028	Class A Common Stock	250	48.75	D
Employee Stock Option (right to buy)	⁽²⁾	06/08/2027	Class A Common Stock	800	56.25	D
Performance Share Units (2021)	⁽³⁾	⁽³⁾	Class A Common Stock	4,136	⁽⁴⁾	D
Performance Share Units (2022)	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,310	⁽⁴⁾	D
Performance Share Units (2023)	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,844	⁽⁴⁾	D
Performance Share Units (2024)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,176⁽⁸⁾	⁽⁴⁾	D

Explanation of Responses:

1. Includes restricted stock units and the share portion of long-term incentive plan awards that are subject to vesting

2. The option is fully vested

3. These Performance Share Units are fully vested and settle in shares of Class A Common Stock on June 11, 2026

4. Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis

5. Earned portion of the performance share unit award vests based on satisfaction of service vesting conditions through June 10, 2025 and will be delivered in shares of Class A Common Stock on the date that is two years following the vesting date

6. Earned portion of the performance share unit award vests based on satisfaction of service vesting conditions through June 9, 2026 and will be delivered in shares of Class A Common Stock on the date that is two years following the vesting date

7. These Performance Share Units vest based on satisfaction of service vesting conditions through June 14, 2027 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2025 and, to the extent vested, settle in shares of Class A Common Stock on June 14, 2029

8. The number of shares of Class A Common Stock that would be received upon vesting of the Performance Share Units will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	Elizabeth D. Tice Attorney-in-Fact	09/30/2024
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Elizabeth D. Tice, Shauna Ehlers, Cheryl O'Brien and Brad O'Connor signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Hovnanian Enterprises, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned (including without limitation, the execution of any applications for EDGAR access codes, including the Form ID), it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on September 18, 2024.


Signature:
/s/ Michael P. Wyatt
Print Name: Michael P. Wyatt