SEC Form 4 · accession 0001225208-16-035057

HOVNANIAN ENTERPRISES INC · HOV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ara K Hovnanian

Officer — Chairman of Bd., Pres. & CEO · Director · 10% Owner

Period of report

Jun 10, 2016

Accepted (ET)

Jun 14, 2016 · 6:03 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000357294

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2	—	Jun 10, 2016	F	1,671	D	—	—	Class A Common Stock	1,671	1,393,304	D
Market Share Units^F3,F4,F5,F6	—	Jun 10, 2016	A	300,000	A	—	Jun 10, 2021	Class A Common Stock	300,000	300,000	D
Option to purchase Class B Common Stock^F8,F7	$2.27	Jun 10, 2016	A	250,000	A	Jun 10, 2020	Jun 9, 2026	Class A Common Stock	250,000	250,000	D
Class B Common Stock^F10,F1,F2	—	Jan 29, 2016	G	58,336	A	—	—	Class A Common Stock	58,336	1,299,693	I
Class B Common Stock^{F11,F12,F1,F2}	—	Jan 29, 2016	G	116,673	A	—	—	Class A Common Stock	116,673	810,027	I
Class B Common Stock^{F11,F13,F1,F2}	—	Jan 29, 2016	G	87,504	A	—	—	Class A Common Stock	87,504	830,267	I
Class B Common Stock^{F11,F14,F1,F2}	—	Jan 29, 2016	G	58,336	A	—	—	Class A Common Stock	58,336	451,262	I
Class B Common Stock^{F11,F15,F1,F2}	—	Jan 29, 2016	G	102,089	A	—	—	Class A Common Stock	102,089	673,018	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	133,210	133,210	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	133,210	133,210	I
Class B Common Stock^F16,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	2,204,378	2,204,378	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	4,000	4,000	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	4,000	4,000	I
Class B Common Stock^F17,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F11,F18,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F11,F19,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F11,F20,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F11,F21,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	115,150	115,150	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	128,132	128,132	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	109,824	109,824	I
Class B Common Stock^{F11,F22,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	1,050,873	1,050,873	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	20,300	20,300	I

Explanation of responses

F1The 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")
F10Held 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
F11The 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
F12Held 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
F13Held 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
F14Held 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
F15Held 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
F16Held 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")
F17Held 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.
F18Held 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
F19Held 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
F2No expiration date
F20Held 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
F21Held 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
F22Held 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
F3Shares of Class B Common Stock received upon vesting convert to Class A Common Stock on a one-for-one basis
F4The 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 10, 2018
F5Upon, 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.
F6The 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
F7Upon 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.
F8N/A
F9On January 29, 2016, the Sirwart Hovnanian 1994 Marital Trust 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.