Sec Form 4 Filing - HOVNANIAN ARA K @ HOVNANIAN ENTERPRISES INC - 2013-12-17

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) 12/17/2013 (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 12/17/2013 F 1,737 D $ 5.49 3,375,010 D Class A Common Stock 194,169.8 I Held as trustee of trust for Reporting Person's family ( 1 ) Class A Common Stock 224,906.8 ( 2 ) I Held as trustee of trusts for Esther K. Barry's family ( 3 ) Class A Common Stock 226,406.8 ( 2 ) I Held as trustee of trusts for Lucy K. Kalian's family ( 4 ) Class A Common Stock 224,656.8 ( 2 ) I Held as trustee of trusts for Nadia K. Rodriguez's family ( 5 ) Class A Common Stock 226,406.8 ( 2 ) I Held as trustee of trusts for Sossie K. Najarian's family ( 6 ) Class A Common Stock 18,000 I Held by Ara K. Hovnanian Family 1994 long-term trusts ( 7 ) Class A Common Stock 6,700 I Held by daughter Serena Class A Common Stock 6,156,543 I Held by executors for the Estate of Kevork S. Hovnanian ( 8 ) Class A Common Stock 13,974 I Held by son Alexander Class A Common Stock 89,099 ( 2 ) I Held by trusts for Esther K. Barry's family ( 9 ) Class A Common Stock 103,319 ( 2 ) I Held by trusts for Lucy K. Kalian's family ( 10 ) Class A Common Stock 18,000 ( 2 ) I Held by trusts for Nadia K. Rodriguez's family ( 11 ) Class A Common Stock 18,000 ( 2 ) I Held by trusts 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 Class B Common Stock ( 13 ) 12/17/2013( 14 ) A 874,547 ( 15 ) ( 16 ) ( 17 ) Class A Common Stock 874,547 $ 0 ( 18 ) 1,354,193 D Class B Common Stock ( 13 ) 12/17/2013( 19 ) A 12,500 ( 20 ) ( 17 ) Class A Common Stock 12,500 $ 0 ( 18 ) 1,366,693 D Option to purchase Class B Common Stock $ 1.93 12/17/2013( 21 ) A 337,500 ( 22 ) 06/09/2021 Class A Common Stock ( 23 ) 337,500 $ 0 ( 18 ) 337,500 ( 24 ) D Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 133,210 133,210 I Held as trustee for daughter Serena Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 133,210 133,210 I Held as trustee for son Alexander Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 4,000 4,000 I Held as trustee of the Alexander Hovnanian Trust Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 4,000 4,000 I Held as trustee of the Alton Hovnanian Trust Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 776,679 776,679 I Held as trustee of trust for Reporting Person's family ( 1 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 776,679 776,679 ( 2 ) I Held as trustee of trusts for Esther K. Barry's family ( 25 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 776,679 776,679 ( 2 ) I Held as trustee of trusts for Lucy K. Kalian's family ( 26 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 776,679 776,679 ( 2 ) I Held as trustee of trusts for Nadia K. Rodriguez's family ( 27 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 776,679 776,679 ( 2 ) I Held as trustee of trusts for Sossie K. Najarian's family ( 28 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 1,200,818.18 1,200,818.18 I Held by Ara K. Hovnanian Family 1994 long-term trusts ( 29 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 80,150 80,150 I Held by daughter Serena Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 3,255,251 3,255,251 I Held by executors for the Estate of Kevork S. Hovnanian ( 8 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 128,132 128,132 I Held by Reporting Person through partnership interests in the Limited Partnership. Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 94,824 94,824 I Held by son Alexander Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 612,276.82 612,276.82 ( 2 ) I Held by trusts for Esther K. Barry's family ( 30 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 681,954.57 681,954.57 ( 2 ) I Held by trusts for Lucy K. Kalian's family ( 31 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 352,386.78 352,386.78 ( 2 ) I Held by trusts for Nadia K. Rodriguez's family ( 32 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 499,986.65 499,986.65 ( 2 ) I Held by trusts for Sossie K. Najarian's family ( 33 ) Class B Common Stock ( 13 ) ( 13 ) ( 17 ) Class A Common Stock 20,300 20,300 I Held by wife

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 12/19/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, through a limited liability company interest in the Hovnanian Family 2012 L.L.C. (the "2012 LLC") ( 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 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 ( 4 )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 ( 5 )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 ( 6 )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 ( 7 )Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee ( 8 )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. ( 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 ( 13 )The Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), is immediately converted into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock") ( 14 )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 ( 15 )Represents the number of shares determined to have been earned for the stock portion of the LTIP award based upon the financial performance criteria ( 16 )The share portion of the LTIP award vests in annual installments, in the amounts set forth in the terms of the award, beginning on October 31, 2013 ( 17 )No expiration date ( 18 )N/A ( 19 )The date of the transaction represents the date on which the financial performance criteria of previously granted restricted stock units were determined to have been satisfied ( 20 )The restricted stock units, for which the performance criteria have been determined to have been satisfied, vest in four equal annual installments beginning on June 10, 2013 ( 21 )The date of the transaction represents the date on which the financial performance criteria of previously granted options were determined to have been satisfied ( 22 )The option, for which the performance criteria have been determined to have been satisfied, vests in four equal annual installments beginning on June 10, 2013 ( 23 )Upon exercise of the option, shares of Class B Common Stock would be purchased. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock. ( 24 )The number of securities beneficially owned following the reported transaction reflects the deletion of the originally reported grant of the option. Following the grant, the option was amended to include performance-based conditions to vesting. Consequently, the option was not considered beneficially owned until the financial performance criteria were determined to have been satisfied. ( 25 )Held by 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, through a limited liability company interest in the 2012 LLC ( 26 )Held by 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, through a limited liability company interest in the 2012 LLC ( 27 )Held by 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, through a limited liability company interest in the 2012 LLC ( 28 )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 ( 29 )Held by Ara K. Hovnanian Family 1994 long-term trusts, of which the reporting person is trustee, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership") ( 30 )Held by Esther K. Barry Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership ( 31 )Held by Lucy K. Kalian Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership ( 32 )Held by Nadia K. Rodriquez Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership ( 33 )Held by Sossie K. Najarian Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

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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