Statement of Changes in Beneficial Ownership (4)
December 15 2021 - 4:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HOVNANIAN ARA K |
2. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC
[
HOV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of Bd., Pres. & CEO |
(Last)
(First)
(Middle)
C/O HOVNANIAN ENTERPRISES, INC., 90 MATAWAN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/13/2021 |
(Street)
MATAWAN, NJ 07747
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Market Share Units (Performance) | (1) | 12/13/2021 (2) | | A | | 18000.0000 | | (3) | 6/14/2024 | Class A Common Stock (4) | 18000.0000 (5) | $0.0000 | 18000.0000 | D | |
Market Share Units (Performance) | (1) | 12/13/2021 (2) | | A | | 18000.0000 | | (3) | 6/14/2024 | Class A Common Stock (4) | 18000.0000 (5) | $0.0000 | 36000.0000 | D | |
Phantom Shares (6) | (7) | 12/13/2021 (6) | | A | | 147410.0000 (8) | | (9) | (9) | Class A Common Stock | 147410.0000 | $0.0000 | 147410.0000 | D | |
Explanation of Responses: |
(1) | Shares of Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis. |
(2) | The 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. |
(3) | The 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, 2022, June 14, 2021, June 14, 2023 and June 14, 2024. |
(4) | Upon, 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. |
(5) | The 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 200% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period. |
(6) | Phantom Shares represent the right to payment in the future solely of an amount of cash based on the future stock price of the Class A Common Stock. The 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, which LTIP award is payable partly in these phantom shares. |
(7) | Following vesting, each phantom share will be paid in an amount of cash equal to the value of a share of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock") at the time of payout, as calculated pursuant to the applicable award agreement. |
(8) | Represents the number of shares determined to have been earned for the share portion of the LTIP award. |
(9) | The share portion of the LTIP award vests as follows: (a) 78,300 shares are vested, (b) 34,556 shares vest on October 31, 2022, and (c) 34,554 shares vest on October 31, 2023 and settle in cash in the January following vesting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HOVNANIAN ARA K C/O HOVNANIAN ENTERPRISES, INC. 90 MATAWAN ROAD MATAWAN, NJ 07747 | X | X | Chairman of Bd., Pres. & CEO |
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Signatures
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Elizabeth D. Tice Attorney-in-Fact | | 12/15/2021 |
**Signature of Reporting Person | Date |
Hovnanian Enterprises (PK) (USOTC:HOVVB)
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