Sec Form 4 Filing - HOVNANIAN ARA K @ HOVNANIAN ENTERPRISES INC - 2012-12-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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) 110 WEST FRONT STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2012 (Street) RED BANK, NJ07701 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 12/19/2012 S 350,764 D $ 5.941 ( 1 ) 3,376,747 D Class A Common Stock 30,737 ( 2 ) I Held as trustee of trust for Esther K. Barry's family ( 3 ) Class A Common Stock 32,237 ( 2 ) I Held as trustee of trust for Lucy K. Kalian's family ( 4 ) Class A Common Stock 30,487 ( 2 ) I Held as trustee of trust for Nadia K. Rodriguez's family ( 5 ) Class A Common Stock 32,237 ( 2 ) I Held as trustee of trust for Sossie K. Najarian's family ( 6 ) Class A Common Stock 6,700 I Held by daughter Serena Class A Common Stock 7,127,392 ( 2 ) I Held by executors for the Estate of Kevork S. Hovnanian ( 7 ) Class A Common Stock 13,974 I Held by son Alexander Class A Common Stock 18,000 I Held by the Ara K. Hovnanian Family 1994 Long-Term Trust ( 8 ) Class A Common Stock 89,099 ( 2 ) I Held by trust for Esther K. Barry's family ( 9 ) Class A Common Stock 103,319 ( 2 ) I Held by trust for Lucy K. Kalian's family ( 10 ) Class A Common Stock 18,000 ( 2 ) I Held by trust for Nadia K. Rodriguez's family ( 11 ) Class A Common Stock 18,000 ( 2 ) I Held by trust for Sossie K. Najarian's family ( 12 ) Class A Common Stock 16,700 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOVNANIAN ARA K 110 WEST FRONT STREET RED BANK, NJ07701 X X Chairman of Bd., Pres. & CEO Signatures Nancy A. Marrazzo Attorney-in-Fact 12/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sales price for price increments ranging from $5.83 to $6.01. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. ( 2 )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 ( 3 )Held by a trust for the benefit of the family of Esther K. Barry, of which the reporting person is a trustee and has a potential remainder interest ( 4 )Held by a trust for the benefit of the family of Lucy K. Kalian, of which the reporting person is a trustee and has a potential remainder interest ( 5 )Held by a trust for the benefit of the family of Nadia K. Rodriguez, of which the reporting person is a trustee and has a potential remainder interest ( 6 )Held by a 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 ( 7 )Held by Sirwart Hovnanian, Ara K. Hovnanian, Sossie K. Najarian, Esto K. Barry, Lucy K. Kalian and Nadia K. Rodriguez, Executors of the Estate of Kevork S. Hovnanian, Deceased (the "Executors"). The reporting person is special purpose Executor with respect to investments in securities of the Issuer. ( 8 )Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee ( 9 )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 ( 10 )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 ( 11 )Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest ( 12 )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

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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