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
                      

1. Name and Address of Reporting Person *

HOVNANIAN ARA K
2. Issuer Name and Ticker or Trading Symbol

HOVNANIAN ENTERPRISES INC [ HOV ]
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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HOVNANIAN ARA K
C/O HOVNANIAN ENTERPRISES, INC.
90 MATAWAN ROAD
MATAWAN, NJ 07747
XXChairman of Bd., Pres. & CEO

Signatures
Elizabeth D. Tice Attorney-in-Fact12/15/2021
**Signature of Reporting PersonDate

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