Alexander A. Hovnanian Form 3 HOVNANIAN ENTERPRISES / Alexander A. Hovnanian ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 Alexander A.

(Last)

(First)

(Middle)

C/O HOVNANIAN ENTERPRISES, INC.

90 MATAWAN ROAD

(Street)

MATAWAN

07747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2024

3. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC [ HOV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	558	D
Class A Common Stock	14,272⁽¹⁾	I	Held by Hovnanian Family 2021 trusts

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽²⁾	⁽³⁾	Class A Common Stock	20,760⁽⁴⁾	⁽²⁾	D
Class B Common Stock	⁽²⁾	⁽³⁾	Class A Common Stock	82,404⁽¹⁾	⁽²⁾	I	Held by Hovnanian Family 2021 trusts
Option to purchase Class B Common Stock	⁽⁵⁾	06/13/2029	Class A Common Stock⁽⁶⁾	1,000	7.85	D
Option to purchase Class B Common Stock	⁽⁵⁾	07/24/2026	Class A Common Stock⁽⁶⁾	1,200	45.25	D
Option to purchase Class B Common Stock	⁽⁵⁾	06/07/2028	Class A Common Stock⁽⁶⁾	800	48.75	D
Option to purchase Class B Common Stock	⁽⁵⁾	06/08/2027	Class A Common Stock⁽⁶⁾	600	56.25	D
Performance Share Units (2021)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽⁸⁾	8,864	⁽⁹⁾	D
Performance Share Units (2022)	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock⁽⁸⁾	13,520	⁽⁹⁾	D
Performance Share Units (2023)	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock⁽⁸⁾	12,348	⁽⁹⁾	D
Performance Share Units (2024)	⁽¹²⁾	⁽¹²⁾	Class A Common Stock⁽⁸⁾	4,616⁽¹³⁾	⁽⁹⁾	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his potential pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose

2. Vested Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), is immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock")

3. No expiration date

4. Includes restricted stock units and the share portion of long-term incentive plan awards that are subject to vesting

5. The option is fully vested

6. Upon exercise of the option, shares of Class B Common Stock would be purchased. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock

7. These Performance Share Units are fully vested and settle in shares of Class A Common Stock on June 11, 2026

8. Upon, and to the extent of, vesting of the Performance 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 on a one-for-one basis

9. Vested Performance Share Units convert into Class B Common Stock on a one-for-one basis

10. Earned portion of the performance share unit award vests based on satisfaction of service vesting conditions through June 10, 2025 and will be delivered in shares of Class B Common Stock on the date that is two years following the vesting date

11. Earned portion of the performance share unit award vests based on satisfaction of service vesting conditions through June 9, 2026 and will be delivered in shares of Class B Common Stock on the date that is two years following the vesting date

12. These Performance Share Units vest based on satisfaction of service vesting conditions through June 14, 2027 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2025 and, to the extent vested, settle in shares of Class B Common Stock on June 14, 2029.

13. The number of shares of Class B Common Stock that would be received upon vesting of the Performance Share Units will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	Elizabeth D. Tice Attorney-in-Fact	09/30/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Alexander A. Hovnanian Form 3HOVNANIAN ENTERPRISES / Alexander A. Hovnanian ownership change