Sec Form 4 Filing - O'Connor Brad G @ HOVNANIAN ENTERPRISES INC - 2022-06-01

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) 06/01/2022 (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 06/01/2022 M 800 A $ 54 14,663 D Class A Common Stock 06/01/2022 F 761 D $ 56.83 13,902 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 Employee Stock Option (right to buy) $ 54 06/01/2022 M 800( 1 ) ( 2 ) 06/07/2022 Class A Common Stock 800( 3 ) ( 4 ) 0 D Performance Share Units (2021) ( 5 ) 06/01/2022( 6 ) A 2,068( 7 ) ( 7 ) ( 7 ) Class A Common Stock 2,068 $ 0 4,136 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 06/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), that occurred on March 29, 2019. ( 2 )The option is fully vested ( 3 )Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock that occurred on March 29, 2019 ( 4 )N/A ( 5 )Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis ( 6 )The date of the transaction represents the date on which the financial performance criteria of previously granted Performance Share Units were determined to have been satisfied. ( 7 )Represents the additional number of shares determined to have been earned under the performance share unit award. 2,068 Performance Share Units were previously reported at the time of grant. Earned portion of the performance share unit award vests based on satisfaction of service vesting conditions through June 11, 2024 and will be delivered in shares of Class A Common Stock on the date that is two years following the vesting date, subject to earlier vesting and delivery upon the occurrence of certain qualified termination events.

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).

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