SEC Form 4 · accession 0001225208-17-011331

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 12, 2017

Accepted (ET)

Jun 14, 2017 · 5:21 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,F3	—	Jun 12, 2017	M	55,836	A	—	—	Class A Common Stock	55,836	1,399,140	D
Class B Common Stock^F1,F3	—	Jun 12, 2017	F	31,168	D	—	—	Class A Common Stock	31,168	1,367,972	D
Market Share Units^F4,F5,F6	—	Jun 12, 2017	M	75,000	D	—	Jun 12, 2020	Class A Common Stock	75,000	225,000	D
Class B Common Stock^F1,F3	—	Jun 13, 2017	M	38,908	A	—	—	Class A Common Stock	38,908	1,406,880	D
Class B Common Stock^F1,F3	—	Jun 13, 2017	M	38,908	A	—	—	Class A Common Stock	38,908	1,445,788	D
Class B Common Stock^F1,F3	—	Jun 13, 2017	F	43,438	D	—	—	Class A Common Stock	43,438	1,402,350	D
Market Share Units^F10,F4,F9,F6	—	Jun 13, 2017	M	75,000	D	—	—	Class A Common Stock	75,000	150,000	D
Market Share Units^{F10,F4,F11,F6}	—	Jun 13, 2017	M	75,000	D	—	Jun 13, 2019	Class A Common Stock	75,000	150,000	D
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	133,210	133,210	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	133,210	133,210	I
Class B Common Stock^F12,F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	2,204,378	2,204,378	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	4,000	4,000	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	4,000	4,000	I
Class B Common Stock^F13,F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F15,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F16,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F17,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F18,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F19,F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	1,328,510	1,328,510	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	150,150	150,150	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	128,132	128,132	I
Class B Common Stock^{F14,F20,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	877,266	877,266	I
Class B Common Stock^{F14,F21,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	1,050,873	1,050,873	I
Class B Common Stock^{F14,F22,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	878,295	878,295	I
Class B Common Stock^{F14,F23,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	480,079	480,079	I
Class B Common Stock^{F14,F24,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	740,257	740,257	I
Class B Common Stock^F1,F3	—	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")
F10This amount reflects the forfeiture of Market Share Units, without any vesting, that occurred in previous years pursuant to the terms of the award
F11The 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 13, 2016
F12Held 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")
F13Held 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.
F14The 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
F15Held 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
F16Held 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
F17Held 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
F18Held 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
F19Held 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 Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership")
F2On June 12, 2017, 75,000 Market Share Units vested and converted into 55,836 shares of Class B Common Stock pursuant to the terms of the award granted on June 12, 2015
F20Held 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
F21Held 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
F22Held 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
F23Held 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
F24Held 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
F3No expiration date
F4Shares of Class B Common Stock received upon vesting convert to Class A Common Stock on a one-for-one basis
F5The 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 12, 2017
F6Upon, 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.
F7On June 13, 2017, 75,000 Market Share Units vested and converted into 38,908 shares of Class B Common Stock pursuant to the terms of the award granted on June 13, 2014
F8On June 13, 2017, 75,000 Market Share Units vested and converted into 38,908 shares of Class B Common Stock pursuant to the terms of the award granted on June 13, 2014 that was subject to additional financial performance criteria that was determined to have been satisfied on December 15, 2016
F9The 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, 2017, June 13, 2017, June 13, 2018 and June 13, 2019