SEC Form 4 · accession 0001225208-17-011304

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 9, 2017

Accepted (ET)

Jun 13, 2017 · 8:37 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	—	Dec 8, 2016	G	50,000	D	—	—	Class A Common Stock	50,000	1,343,304	D
Market Share Units^F3,F4,F5,F6	—	Jun 9, 2017	A	300,000	A	—	Jun 9, 2022	Class A Common Stock	300,000	300,000	D
Class B Common Stock^F8,F1,F2	—	Jan 30, 2017	G	28,817	A	—	—	Class A Common Stock	28,817	1,328,510	I
Class B Common Stock^F1,F2	—	Dec 8, 2016	G	35,000	A	—	—	Class A Common Stock	35,000	150,150	I
Class B Common Stock^F9,F10,F1,F2	—	Jan 30, 2017	G	67,239	A	—	—	Class A Common Stock	67,239	877,266	I
Class B Common Stock^F9,F11,F1,F2	—	Jan 30, 2017	G	48,028	A	—	—	Class A Common Stock	48,028	878,295	I
Class B Common Stock^F9,F12,F1,F2	—	Jan 30, 2017	G	28,817	A	—	—	Class A Common Stock	28,817	480,079	I
Class B Common Stock^F9,F13,F1,F2	—	Jan 30, 2017	G	67,239	A	—	—	Class A Common Stock	67,239	740,257	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^F14,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^F15,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F9,F16,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F9,F17,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F9,F18,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F9,F19,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	128,132	128,132	I
Class B Common Stock^F9,F20,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 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
F11Held 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
F12Held 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
F13Held 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
F14Held 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")
F15Held 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.
F16Held 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
F17Held 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
F18Held 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
F19Held 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
F2No expiration date
F20Held 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 9, 2019
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
F7On January 30, 2017, 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.
F8Held 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
F9The 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

Remarks

The reporting person no longer has a reportable beneficial interest in the Class B Common Stock owned by his son and included in the reporting person's prior Section 16 ownership reports