Sec Form 4 Filing - O'Connor Brad G @ HOVNANIAN ENTERPRISES INC - 2021-12-13

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 O'Connor Brad G 2. Issuer Name and Ticker or Trading Symbol HOVNANIAN ENTERPRISES INC [ HOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, CAO and Treasurer (Last) (First) (Middle) C/O HOVNANIAN ENTERPRISES, INC., 90 MATAWAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2021 (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 Phantom Shares( 1 ) ( 2 ) 12/13/2021( 1 ) A 25,863( 3 ) ( 4 ) ( 4 ) Class A Common Stock 25,863 $ 0 25,863 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Connor Brad G C/O HOVNANIAN ENTERPRISES, INC. 90 MATAWAN ROAD MATAWAN, NJ07747 SVP, CAO and Treasurer Signatures Elizabeth D. Tice Attorney-in-Fact 12/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Phantom Shares represent the right to payment in the future solely of an amount of cash based on the future stock price of the Class A Common Stock. 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, which LTIP award is payable partly in these phantom shares. ( 2 )Following vesting, each phantom share will be paid in an amount of cash equal to the value of a share of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock") at the time of payout, as calculated pursuant to the applicable award agreement. ( 3 )Represents the number of shares determined to have been earned for the share portion of the LTIP. ( 4 )The share portion of the LTIP award vests as follows: (a) 13,738 shares are vested, (b) 6,064 shares vest on October 31, 2022, and (c) 6,062 shares vest on October 31, 2023 and settle in cash in the January following vesting.

Remarks: bradoconnorpoa08252021.txt

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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