Hovnanian Enterprises Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 18:41

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HOVNANIAN ARA K
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
(Last) (First) (Middle)
C/O HOVNANIAN ENTERPRISES, INC., 90 MATAWAN ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
MATAWAN, NJ 07747
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/11/2024(2) A 27,746 (3) (4) Class A Common Stock 27,746 $ 0 309,489 D
Class B Common Stock (1) (1) (5) Class A Common Stock 5,328.4 5,328.4 I Held as trustee for daughter Serena
Class B Common Stock (1) (1) (5) Class A Common Stock 5,328.4 5,328.4 I Held as trustee for son Alexander
Class B Common Stock (1) (1) (5) Class A Common Stock 160 160 I Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock (1) (1) (5) Class A Common Stock 160 160 I Held as trustee of the Alton Hovnanian Trust
Class B Common Stock (1) (1) (5) Class A Common Stock 157,434.56 157,434.56 I Held as trustee of trust for Reporting Person's family(6)
Class B Common Stock (1) (1) (5) Class A Common Stock 25,281.4 25,281.4(7) I Held as trustee of trusts for Esther K. Barry's family(8)
Class B Common Stock (1) (1) (5) Class A Common Stock 25,281.4 25,281.4(7) I Held as trustee of trusts for Lucy K. Kalian's family(9)
Class B Common Stock (1) (1) (5) Class A Common Stock 25,281.4 25,281.4(7) I Held as trustee of trusts for Nadia K. Rodriguez's family(10)
Class B Common Stock (1) (1) (5) Class A Common Stock 25,281.4 25,281.4(7) I Held as trustee of trusts for Sossie K. Najarian's family(11)
Class B Common Stock (1) (1) (5) Class A Common Stock 50,507.51 50,507.51 I Held by Ara K. Hovnanian Family 1994 long-term trusts(12)
Class B Common Stock (1) (1) (5) 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) (5) Class A Common Stock 38,736.694 38,736.694(7) I Held by trusts for Esther K. Barry's family(13)
Class B Common Stock (1) (1) (5) Class A Common Stock 42,034.92 42,034.92(7) I Held by trusts for Kevork S. Hovnanian's family(14)
Class B Common Stock (1) (1) (5) Class A Common Stock 38,777.8564 38,777.8564(7) I Held by trusts for Lucy K. Kalian's family(15)
Class B Common Stock (1) (1) (5) Class A Common Stock 22,849.1972 22,849.1972(7) I Held by trusts for Nadia K. Rodriguez's family(16)
Class B Common Stock (1) (1) (5) Class A Common Stock 33,256.3364 33,256.3364(7) I Held by trusts for Sossie K. Najarian's family(17)
Class B Common Stock (1) (1) (5) Class A Common Stock 812 812 I Held by wife

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOVNANIAN ARA K
C/O HOVNANIAN ENTERPRISES, INC.
90 MATAWAN ROAD
MATAWAN, NJ 07747
X X Chairman of Bd., Pres. & CEO

Signatures

Elizabeth D. Tice Attorney-in-Fact 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) The date of the transaction represents the date on which the financial performance criteria of a previously granted long-term incentive plan ("LTIP") award were determined to have been satisfied.
(3) The LTIP award vested on October 31, 2024 and such shares shall be delivered two years after the vesting date.
(4) No expiration date.
(5) No expiration date
(6) 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")
(7) 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
(8) 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
(9) 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
(10) 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
(11) 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
(12) Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee
(13) 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
(14) 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
(15) 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
(16) 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
(17) 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
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.