SEC Form 4 · accession 0001225208-19-000484

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

Jan 1, 2019

Accepted (ET)

Jan 3, 2019 · 5:32 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,F3	—	Jan 1, 2019	M	24,631	A	—	—	Class A Common Stock	24,631	1,396,440	D
Class B Common Stock^F1,F3	—	Jan 1, 2019	M	24,631	A	—	—	Class A Common Stock	24,631	1,421,071	D
Market Share Units (Performance)^F7,F4,F5,F6	—	Jan 1, 2019	M	37,500	D	—	Jun 10, 2021	Class A Common Stock	37,500	262,500	D
Market Share Units (Performance)^F7,F4,F5,F6	—	Jan 1, 2019	M	37,500	D	—	Jun 10, 2021	Class A Common Stock	37,500	225,000	D
Class B Common Stock^F1,F3	—	Jan 2, 2019	F	26,218	D	—	—	Class A Common Stock	26,218	1,394,853	D
Class B Common Stock^F9,F1,F3	—	Dec 27, 2018	G	91,151	A	—	—	Class A Common Stock	91,151	1,419,661	I
Class B Common Stock^{F10,F11,F1,F3}	—	Dec 27, 2018	G	91,151	A	—	—	Class A Common Stock	91,151	968,417	I
Class B Common Stock^{F10,F12,F1,F3}	—	Dec 27, 2018	G	91,151	A	—	—	Class A Common Stock	91,151	969,446	I
Class B Common Stock^{F10,F13,F1,F3}	—	Dec 27, 2018	G	91,151	A	—	—	Class A Common Stock	91,151	571,230	I
Class B Common Stock^{F10,F14,F1,F3}	—	Dec 27, 2018	G	91,151	A	—	—	Class A Common Stock	91,151	831,408	I
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^F15,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^F16,F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F10,F17,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F10,F18,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F10,F19,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^{F10,F20,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	776,679	776,679	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	200,150	200,150	I
Class B Common Stock^F1,F3	—	holding	—	—	—	—	—	Class A Common Stock	128,132	128,132	I
Class B Common Stock^{F10,F21,F1,F3}	—	holding	—	—	—	—	—	Class A Common Stock	1,050,873	1,050,873	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")
F10The 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
F11Held 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
F12Held 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
F13Held 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
F14Held 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
F15Held 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")
F16Held 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.
F17Held 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
F18Held 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
F19Held 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
F2On January 1, 2019, 37,500 Market Share Units vested and converted into 24,631 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016 that was subject to additional financial performance criteria that was determined to have been satisfied on December 14, 2018
F20Held 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
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
F3No expiration date
F4Shares of Class B Common Stock received upon vesting are immediately convertible into 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 on the following vesting dates: January 1, 2019, June 10, 2019, June 10, 2020 and June 10, 2021
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.
F7The 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
F8On December 27, 2018, Sirwart Hovnanian 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.
F9Held 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