Amendment No. 9 to Statement on Schedule 13D
This Amendment No. 9 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Ara K. Hovnanian with the Securities and
Exchange Commission on November 24, 1992, as amended by Amendment No. 1 to the Schedule 13D filed on March 31, 1995, Amendment No. 2 to the Schedule 13D filed on December 9, 2008, Amendment No. 3 to the Schedule 13D
filed on October 26, 2009, Amendment No. 4 to the Schedule 13D filed on January 27, 2014, Amendment No. 5 to the Schedule 13D filed on February 24, 2016, Amendment No. 6 to the Schedule 13D filed on November 5,
2021, Amendment No. 7 filed on May 2, 2022 and Amendment No. 8 filed on June 23, 2023 (as so amended, the “Schedule 13D”). For purposes of this Schedule 13D, the term “Class A Common Stock” and
“Class B Common Stock” also include the Issuer’s preferred stock purchase rights to purchase, if such preferred stock purchase rights become exercisable, from the Issuer shares of Series B Junior Preferred Stock, par value $0.01
per share, of the Issuer issued in connection with the Rights Agreement, dated as of August 14, 2008, between the Issuer and Computershare Trust Company, N.A., as Rights Agent, as amended. The Preferred Stock Purchase Rights currently cannot
trade separately from the underlying Class A Common Stock or Class B Common Stock, respectively. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
This Amendment No. 9 is being filed to update Mr. Hovnanian’s beneficial ownership amounts to reflect certain recent sales of Class A
Common Stock.
Item 5. Interests in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Ara K. Hovnanian beneficially owns 907,479.24 shares of Class A Common Stock, including 657,105 shares of Class A Common Stock receivable upon
the conversion of a like number of shares of Class B Common Stock (including 50,000 shares of Class B Common Stock subject to options, of which 42,500 are vested and 7,500 will vest on June 14, 2024, but which are included herein as
they are eligible for accelerated vesting upon retirement). The shares beneficially owned represent approximately 15.1% of the shares of Class A Common Stock, based upon 5,345,668 shares of Class A Common Stock outstanding as of
August 29, 2023, plus (for purposes of computing such percentage) the shares of Class A Common Stock receivable upon the conversion of such shares of Class B Common Stock and vested equity awards and unvested equity awards vesting
within 60 days. Such shares represent approximately 51.1% of the combined voting power of the Class A Common Stock and Class B Common Stock.
The shares beneficially owned by Ara K. Hovnanian include:
(i)
1 share of Class A Common Stock and 126,407 shares of Class A Common Stock receivable upon the conversion of a like number of shares of Class B Common Stock held by the 2012 LLC for which Ara K. Hovnanian is special purpose manager
with respect to investments in securities of the Issuer, (ii) 425,731.24 shares of Class A Common Stock, which includes 185,163 shares of Class A Common Stock receivable upon the conversion of a like number of shares of Class B Common
Stock held by trusts for the benefit of the family of Kevork S. Hovnanian for which Ara K. Hovnanian is the trustee with respect to investments in securities of the Issuer, (iii) 193,353 shares of Class A Common Stock receivable upon the
conversion of a like number of shares of Class B Common Stock held by the Kevork S. Hovnanian Family Limited Partnership (the “Limited Partnership”) for which Ara K. Hovnanian is managing general partner, (iv) 9,137 shares of
Class A Common Stock held in family related trusts as to which Ara K. Hovnanian has shared voting and shared investment power, (v) 102,850 shares of Class A Common Stock, which includes 102,182 shares of Class A Common Stock
receivable upon the conversion of a like number of shares of Class B Common Stock held directly by Mr. Hovnanian and by Mr. Hovnanian’s wife and (vi) 50,000 shares of Class A Common Stock representing 50,000 shares of
Class A Common Stock receivable upon the exercise of 50,000 options to purchase Class B Common Stock and the conversion of a like number of shares of Class B Common Stock, of which 42,500 are vested and 7,500 will vest on
June 14, 2024, but which are included herein as they are eligible for accelerated vesting upon retirement. Ara K. Hovnanian disclaims beneficial ownership of such shares, except to the extent of his potential pecuniary interest in such trusts
and accounts.
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