SEC Form 4 · accession 0001225208-18-010689

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, 2018

Accepted (ET)

Jun 14, 2018 · 5:06 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, 2018	M	45,663	A	—	—	Class A Common Stock	45,663	1,304,412	D
Class B Common Stock^F1,F3	—	Jun 12, 2018	M	42,959	A	—	—	Class A Common Stock	42,959	1,347,371	D
Class B Common Stock^F1,F3	—	Jun 12, 2018	F	22,863	D	—	—	Class A Common Stock	22,863	1,324,508	D
Class B Common Stock^F1,F3	—	Jun 12, 2018	F	24,302	D	—	—	Class A Common Stock	24,302	1,300,206	D
Market Share Units^F8,F5,F6,F7	—	Jun 12, 2018	M	75,000	D	—	Jun 12, 2020	Class A Common Stock	75,000	150,000	D
Market Share Units (Performance)^F8,F5,F9,F7	—	Jun 12, 2018	M	70,558	D	—	Jun 12, 2020	Class A Common Stock	70,558	141,116	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^F10,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^F11,F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F12,F13,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F12,F14,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F12,F15,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F12,F16,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F17,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	175,150	175,150	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	128,132	128,132	I
Class B Common Stock^{F12,F18,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	877,266	877,266	I
Class B Common Stock^{F12,F19,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	1,050,873	1,050,873	I
Class B Common Stock^{F12,F20,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	878,295	878,295	I
Class B Common Stock^{F12,F21,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	480,079	480,079	I
Class B Common Stock^{F12,F22,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")
F10Held 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")
F11Held 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.
F12The 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
F13Held 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
F14Held 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
F15Held 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
F16Held 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
F17Held 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")
F18Held 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
F19Held 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
F2On June 12, 2018, 75,000 Market Share Units vested and converted into 45,663 shares of Class B Common Stock pursuant to the terms of the award granted on June 12, 2015
F20Held 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
F21Held 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
F22Held 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
F4On June 12, 2018, 70,558 Market Share Units vested and converted into 42,959 shares of Class B Common Stock pursuant to the terms of the award granted on June 12, 2015 that was subject to additional financial performance criteria that was determined to have been satisfied on December 15, 2017
F5Shares of Class B Common Stock received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis
F6The 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
F7Upon, 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.
F8The 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
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, 2018, June 12, 2018, June 12, 2019 and June 12, 2020