Amendment No. 7 to Statement on Schedule 13D
This Amendment No. 7 (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 6, 2015 and Amendment No. 6 to the Schedule 13D filed on February 24, 2016 (as so amended, the
Schedule 13D). 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.
This Amendment No. 7 is being
filed in connection with certain estate planning transfers made by Mr. Hovnanian on October 29, 2021, whereby Mr. Hovnanian gifted an aggregate of 14,272 shares of Class A Common Stock and 82,404 shares of Class B Common Stock, which shares were
previously held either directly or in various estate planning vehicles for the benefit of Mr. Hovnanian and his family, to newly created trusts for the benefit of Mr. Hovnanians family, which trusts now hold the 14,272 shares of Class A Common
Stock and 82,404 shares of Class B Common Stock, and over which Mr. Hovnanian is the investment trustee with dispositive power and Mr. J. Larry Sorsby, Executive Vice President, Chief Financial Officer and Director of the Issuer, is the trustee with
voting power.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended as follows:
The principal executive offices of the Issuer are located at 90 Matawan Road, 5th Floor, Matawan, NJ 07747.
Item 2. Identity and Background
Item 2 of the
Schedule 13D is hereby amended and restated as follows:
The business address of Ara K. Hovnanian is 90 Matawan Road, 5th Floor, Matawan, NJ 07747.
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 677,814 shares of Class B Common Stock, including 76,000 shares of Class B Common Stock subject to options either
currently exercisable or exercisable within 60 days. The shares beneficially owned represent approximately 92.2% of the shares of Class B Common Stock, based upon 659,219 shares of Class B Common Stock outstanding as of September 2, 2021, plus (for
purposes of computing such percentage) the shares of Class B Common Stock underlying such options and unvested equity awards.
The shares beneficially
owned by Ara K. Hovnanian include:
(i) 126,407 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) 185,163 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 B
Common Stock held by the Kevork S. Hovnanian Family Limited Partnership (the Limited Partnership) for which Ara K. Hovnanian is managing general partner,