SEC Form 4 · accession 0001225208-18-016824

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

Dec 14, 2018

Accepted (ET)

Dec 18, 2018 · 5:55 pm EST

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 11, 2018	G	50,000	D	—	—	Class A Common Stock	50,000	1,250,206	D
Class B Common Stock^{F3,F4,F6,F1,F5,F2}	—	Dec 14, 2018	A	121,603	A	—	—	Class A Common Stock	121,603	1,371,809	D
Market Share Units (Performance)^{F8,F7,F9,F10,F11}	—	Dec 14, 2018	A	150,000	A	—	Jun 10, 2021	Class A Common Stock	150,000	150,000	D
Market Share Units (Performance)^{F8,F7,F9,F10,F11}	—	Dec 14, 2018	A	150,000	A	—	Jun 10, 2021	Class A Common Stock	150,000	300,000	D
Class B Common Stock^F1,F2	—	Dec 11, 2018	G	25,000	A	—	—	Class A Common Stock	25,000	200,150	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^F12,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^F13,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F15,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F16,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F17,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F14,F18,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F19,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	1,328,510	1,328,510	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	128,132	128,132	I
Class B Common Stock^{F14,F20,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	877,266	877,266	I
Class B Common Stock^{F14,F21,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	1,050,873	1,050,873	I
Class B Common Stock^{F14,F22,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	878,295	878,295	I
Class B Common Stock^{F14,F23,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	480,079	480,079	I
Class B Common Stock^{F14,F24,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	740,257	740,257	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")
F10Upon, 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.
F11The 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
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")
F2No expiration date
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
F3The date of the transaction represents the date on which the financial performance criteria of a previously granted long-term incentive plan ("LTIP") award were determined to have been satisfied
F4Represents the number of shares determined to have been earned for the share portion of the LTIP award
F5The share portion of the LTIP award vests as follows: (a) 71,297 shares vest on October 31, 2019, and (b) 50,306 shares vest on October 31, 2020.
F6N/A
F7Shares of Class B Common Stock received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis
F8The date of the transaction represents the date on which the financial performance criteria of previously granted Market Share Units were determined to have been satisfied
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, 2019, June 10, 2019, June 10, 2020 and June 10, 2021