Statement on Schedule 13D
Item 1.
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Security and Issuer
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This statement on Schedule 13D relates to the Class B Common Stock, $.01 par value per share (the Class B Common Stock), of Hovnanian
Enterprises, Inc., a Delaware corporation (the Issuer). The Class B Common Stock is convertible at any time on a share for share basis to the Class A Common Stock, $.01 par value per share (the Class A Common
Stock), of the Issuer. The principal executive offices of the Issuer are located at 90 Matawan Road, 5th Floor, Matawan, NJ 07747. For purposes of this Schedule 13D, the term Class B Common Stock also includes the
Issuers 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 B Common
Stock.
Item 2.
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Identity and Background
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(a)-(c), (f). This Statement is being filed by J. Larry Sorsby, as investment trustee of certain trusts established for the benefit of certain family members
of Mr. Ara K. Hovnanian, over which Mr. Sorsby serves as an investment trustee with voting power. Mr. Sorsby is a citizen of the United States of America. The business address of Mr. Sorsby is c/o Hovnanian Enterprises, Inc.
90 Matawan Road, 5th Floor, Matawan, NJ 07747. Mr. Sorsby is the Executive Vice President, Chief Financial Officer and a Director of the Issuer.
(d), (e). During the past five years, Mr. Sorsby has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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Mr. Sorsby is an investment trustee over certain trusts for the benefit of certain family members of Mr. Ara K. Hovnanian, and exercises sole
voting power over the shares of Class B Common Stock held in such trusts.
Item 4.
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Purpose of Transaction
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Mr. Sorsby became an investment trustee over certain trusts for the benefit of certain family members of Mr. Ara K. Hovnanian in connection with
the long-term estate planning strategy of Mr. Ara K. Hovnanian. Mr. Sorsby may resign as investment trustee over such trusts at any time, in his sole discretion. Mr. Sorsby is the Executive Vice President, Chief Financial Officer
and a Director of the Issuer, and in that capacity he has an active role in the management of the Issuer on operational, financial and strategic initiatives.
While Mr. Sorsby does not have any specific plans or proposals that relate to or would result in any of the transactions involving the Issuer described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D, Mr. Sorsby may from time to time consider pursuing or proposing any or all of the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5.
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Interests in Securities of the Issuer
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(a)-(b) On October 29, 2021, Mr. Sorsby, as investment trustee with voting power over shares held by certain trusts, acquired sole voting power
over 82,404 shares of Class B Common Stock and dispositive power over zero shares of Class B Common Stock. Such shares represent 12.5% of the shares of Class B Common Stock, based upon 659,219 shares of Class B Common Stock
outstanding as of September 2, 2021 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer on September 9, 2021. Such shares, together with the 14,272 shares of Class A Common
Stock of the Issuer held by the above-referenced trusts, and over which Mr. Sorsby exercises voting power, represent approximately 6.9% of the combined voting power of the Class A Common Stock and Class B Common Stock.
(c) Other than as described in this Item 5, Mr. Sorsby has not effected any transaction in shares of Class B Common Stock in the past 60 days.