Sec Form 4 Filing - SORSBY J LARRY @ HOVNANIAN ENTERPRISES INC - 2018-06-12

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 SORSBY J LARRY 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. VP and CFO (Last) (First) (Middle) 90 MATAWAN ROAD, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2018 (Street) MATAWAN, NJ07747 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 06/12/2018 M( 1 ) 9,133 A $ 0 457,459 D Class A Common Stock 06/12/2018 M( 2 ) 8,592 A $ 0 466,051 D Class A Common Stock 06/12/2018 F 3,832 D $ 2.01 462,219 D Class A Common Stock 06/12/2018 F 4,082 D $ 2.01 458,137 D

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 Market Share Units ( 3 ) 06/12/2018 M( 1 ) 15,000 ( 4 ) 06/12/2020 Class A Common Stock 15,000 $ 0 30,000 ( 5 ) D Market Share Units (Performance) ( 3 ) 06/12/2018 M( 6 ) 14,112 ( 7 ) 06/12/2020 Class A Common Stock 14,112 $ 0 28,222 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SORSBY J LARRY 90 MATAWAN ROAD, FIFTH FLOOR MATAWAN, NJ07747 X Exec. VP and CFO Signatures Nancy A. Marrazzo Attorney-in-Fact 06/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 12, 2018, 15,000 Market Share Units vested and converted into 9,133 shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), pursuant to the terms of the award granted on June 12, 2015 ( 2 )On June 12, 2018, 14,112 Market Share Units vested and converted into 8,592 shares of Class A Common Stock, pursuant to the terms of the award granted on June 12, 2015 that was subject to additional financial performance criteria that was determined to have been satisfied on December 15, 2017 ( 3 )Converts to Class A Common Stock on a one-for-one basis ( 4 )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 12, 2017 ( 5 )The number of shares of Class A Common Stock that would be received upon vesting of the Market Share Units, if any, may vary from 50% to 175% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period ( 6 )On June 12, 2018, 14,112 Market Share Units vested and converted into 8,592 shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), pursuant to the terms of the award granted on June 12, 2015 that was subject to additional financial performance criteria that was determined to have been satisfied on December 15, 2017 ( 7 )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, 2018, June 12, 2018, June 12, 2019 and June 12, 2020

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