Sec Form 4 Filing - HOVNANIAN ARA K @ HOVNANIAN ENTERPRISES INC - 2019-01-01

Insider filing report for Changes in Beneficial Ownership
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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)
90 MATAWAN ROAD, FIFTH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2019
(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
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 ( 1 ) 01/01/2019 M( 2 ) 24,631 ( 1 ) ( 3 ) Class A Common Stock 24,631 $ 0 1,396,440 D
Class B Common Stock ( 1 ) 01/01/2019 M( 2 ) 24,631 ( 1 ) ( 3 ) Class A Common Stock 24,631 $ 0 1,421,071 D
Market Share Units (Performance) ( 4 ) 01/01/2019 M( 2 ) 37,500 ( 5 ) 06/10/2021 Class A Common Stock ( 6 ) 37,500 $ 0 262,500 ( 7 ) D
Market Share Units (Performance) ( 4 ) 01/01/2019 M( 2 ) 37,500 ( 5 ) 06/10/2021 Class A Common Stock ( 6 ) 37,500 $ 0 225,000 ( 7 ) D
Class B Common Stock ( 1 ) 01/02/2019 F 26,218 ( 1 ) ( 3 ) Class A Common Stock 26,218 $ 0.76 1,394,853 D
Class B Common Stock ( 1 ) 12/27/2018 G( 8 ) V 91,151.35 ( 1 ) ( 3 ) Class A Common Stock 91,151.35 $ 0 1,419,661.34 I Held by Ara K. Hovnanian Family 1994 long-term trusts ( 9 )
Class B Common Stock ( 1 ) 12/27/2018 G( 8 ) V 91,151.34 ( 1 ) ( 3 ) Class A Common Stock 91,151.34 $ 0 968,417.35 ( 10 ) I Held by trusts for Esther K. Barry's family ( 11 )
Class B Common Stock ( 1 ) 12/27/2018 G( 8 ) V 91,151.34 ( 1 ) ( 3 ) Class A Common Stock 91,151.34 $ 0 969,446.41 ( 10 ) I Held by trusts for Lucy K. Kalian's family ( 12 )
Class B Common Stock ( 1 ) 12/27/2018 G( 8 ) V 91,151.34 ( 1 ) ( 3 ) Class A Common Stock 91,151.34 $ 0 571,229.93 ( 10 ) I Held by trusts for Nadia K. Rodriguez's family ( 13 )
Class B Common Stock ( 1 ) 12/27/2018 G( 8 ) V 91,151.34 ( 1 ) ( 3 ) Class A Common Stock 91,151.34 $ 0 831,408.41 ( 10 ) I Held by trusts for Sossie K. Najarian's family ( 14 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 133,210 133,210 I Held as trustee for daughter Serena
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 133,210 133,210 I Held as trustee for son Alexander
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 2,204,378 2,204,378 I Held as trustee of the 2012 Marital Trust ( 15 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 4,000 4,000 I Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 4,000 4,000 I Held as trustee of the Alton Hovnanian Trust
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 776,679 776,679 I Held as trustee of trust for Reporting Person's family ( 16 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 776,679 776,679 ( 10 ) I Held as trustee of trusts for Esther K. Barry's family ( 17 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 776,679 776,679 ( 10 ) I Held as trustee of trusts for Lucy K. Kalian's family ( 18 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 776,679 776,679 ( 10 ) I Held as trustee of trusts for Nadia K. Rodriguez's family ( 19 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 776,679 776,679 ( 10 ) I Held as trustee of trusts for Sossie K. Najarian's family ( 20 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 200,150 200,150 I Held by daughter Serena
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 128,132 128,132 I Held by Reporting Person through partnership interests in the Limited Partnership.
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) Class A Common Stock 1,050,873 1,050,873 ( 10 ) I Held by trusts for Kevork S. Hovnanian's family ( 21 )
Class B Common Stock ( 1 ) ( 1 ) ( 3 ) 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
90 MATAWAN ROAD, FIFTH FLOOR
MATAWAN, NJ07747
X X Chairman of Bd., Pres. & CEO
Signatures
Nancy A. Marrazzo Attorney-in-Fact 01/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 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 )On January 1, 2019, 37,500 Market Share Units vested and converted into 24,631 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016 that was subject to additional financial performance criteria that was determined to have been satisfied on December 14, 2018
( 3 )No expiration date
( 4 )Shares of Class B Common Stock received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis
( 5 )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, 2019, June 10, 2019, June 10, 2020 and June 10, 2021
( 6 )Upon, and to the extent of, vesting of the Market Share Units, shares of Class B Common Stock would be received. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock.
( 7 )The number of shares of Class B 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
( 8 )On December 27, 2018, Sirwart Hovnanian transferred general partnership and limited partnership units of the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership") to trusts for the benefit of family members of children of Kevork S. Hovnanian. These units relate to shares of Class B Common Stock.
( 9 )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 Limited Partnership
( 10 )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
( 11 )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
( 12 )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
( 13 )Held by Nadia K. Rodriguez 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
( 14 )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
( 15 )Held by the 2012 Marital Trust, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the Hovnanian Family 2012 L.L.C. (the "2012 LLC")
( 16 )Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, through a limited liability company interest in the 2012 L.L.C.
( 17 )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
( 18 )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
( 19 )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
( 20 )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
( 21 )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

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