SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOVNANIAN ARA K

(Last)

(First)

(Middle)

110 WEST FRONT STREET

(Street)

RED BANK

07701

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/17/2013		F		1,737	D	$5.49	3,375,010	D
Class A Common Stock								194,169.8	I	Held as trustee of trust for Reporting Person's family⁽¹⁾
Class A Common Stock								224,906.8⁽²⁾	I	Held as trustee of trusts for Esther K. Barry's family⁽³⁾
Class A Common Stock								226,406.8⁽²⁾	I	Held as trustee of trusts for Lucy K. Kalian's family⁽⁴⁾
Class A Common Stock								224,656.8⁽²⁾	I	Held as trustee of trusts for Nadia K. Rodriguez's family⁽⁵⁾
Class A Common Stock								226,406.8⁽²⁾	I	Held as trustee of trusts for Sossie K. Najarian's family⁽⁶⁾
Class A Common Stock								18,000	I	Held by Ara K. Hovnanian Family 1994 long-term trusts⁽⁷⁾
Class A Common Stock								6,700	I	Held by daughter Serena
Class A Common Stock								6,156,543	I	Held by executors for the Estate of Kevork S. Hovnanian⁽⁸⁾
Class A Common Stock								13,974	I	Held by son Alexander
Class A Common Stock								89,099⁽²⁾	I	Held by trusts for Esther K. Barry's family⁽⁹⁾
Class A Common Stock								103,319⁽²⁾	I	Held by trusts for Lucy K. Kalian's family⁽¹⁰⁾
Class A Common Stock								18,000⁽²⁾	I	Held by trusts for Nadia K. Rodriguez's family⁽¹¹⁾
Class A Common Stock								18,000⁽²⁾	I	Held by trusts for Sossie K. Najarian's family⁽¹²⁾
Class A Common Stock								16,700	I	Held by wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹³⁾	12/17/2013⁽¹⁴⁾		A		874,547⁽¹⁵⁾		⁽¹⁶⁾	⁽¹⁷⁾	Class A Common Stock	874,547	$0.0000⁽¹⁸⁾	1,354,193	D
Class B Common Stock	⁽¹³⁾	12/17/2013⁽¹⁹⁾		A		12,500		⁽²⁰⁾	⁽¹⁷⁾	Class A Common Stock	12,500	$0.0000⁽¹⁸⁾	1,366,693	D
Option to purchase Class B Common Stock	$1.93	12/17/2013⁽²¹⁾		A		337,500		⁽²²⁾	06/09/2021	Class A Common Stock⁽²³⁾	337,500	$0.0000⁽¹⁸⁾	337,500⁽²⁴⁾	D
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	133,210		133,210	I	Held as trustee for daughter Serena
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	133,210		133,210	I	Held as trustee for son Alexander
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	4,000		4,000	I	Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	4,000		4,000	I	Held as trustee of the Alton Hovnanian Trust
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	776,679		776,679	I	Held as trustee of trust for Reporting Person's family⁽¹⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	776,679		776,679⁽²⁾	I	Held as trustee of trusts for Esther K. Barry's family⁽²⁵⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	776,679		776,679⁽²⁾	I	Held as trustee of trusts for Lucy K. Kalian's family⁽²⁶⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	776,679		776,679⁽²⁾	I	Held as trustee of trusts for Nadia K. Rodriguez's family⁽²⁷⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	776,679		776,679⁽²⁾	I	Held as trustee of trusts for Sossie K. Najarian's family⁽²⁸⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	1,200,818.18		1,200,818.18	I	Held by Ara K. Hovnanian Family 1994 long-term trusts⁽²⁹⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	80,150		80,150	I	Held by daughter Serena
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	3,255,251		3,255,251	I	Held by executors for the Estate of Kevork S. Hovnanian⁽⁸⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	128,132		128,132	I	Held by Reporting Person through partnership interests in the Limited Partnership.
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	94,824		94,824	I	Held by son Alexander
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	612,276.82		612,276.82⁽²⁾	I	Held by trusts for Esther K. Barry's family⁽³⁰⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	681,954.57		681,954.57⁽²⁾	I	Held by trusts for Lucy K. Kalian's family⁽³¹⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	352,386.78		352,386.78⁽²⁾	I	Held by trusts for Nadia K. Rodriguez's family⁽³²⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	499,986.65		499,986.65⁽²⁾	I	Held by trusts for Sossie K. Najarian's family⁽³³⁾
Class B Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹⁷⁾	Class A Common Stock	20,300		20,300	I	Held by wife

Explanation of Responses:

1. Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, through a limited liability company interest in the Hovnanian Family 2012 L.L.C. (the "2012 LLC")

2. 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

3. Held by trusts for the benefit of the family of Esther K. Barry, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

4. Held by trusts for the benefit of the family of Lucy K. Kalian, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

5. Held by trusts for the benefit of the family of Nadia K. Rodriguez, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

6. Held by trusts for the benefit of the family of Sossie K. Najarian, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC

7. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee

8. Held by Sirwart Hovnanian, Ara K. Hovnanian, Sossie K. Najarian, Esto K. Barry, Lucy K. Kalian and Nadia K. Rodriguez, Executors of the Estate of Kevork S. Hovnanian, Deceased (the "Executors"). The reporting person is special purpose Executor with respect to investments in securities of the Issuer.

9. Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest

10. Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest

11. Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest

12. Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest

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

14. 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

15. Represents the number of shares determined to have been earned for the stock portion of the LTIP award based upon the financial performance criteria

16. The share portion of the LTIP award vests in annual installments, in the amounts set forth in the terms of the award, beginning on October 31, 2013

17. No expiration date

18. N/A

19. The date of the transaction represents the date on which the financial performance criteria of previously granted restricted stock units were determined to have been satisfied

20. The restricted stock units, for which the performance criteria have been determined to have been satisfied, vest in four equal annual installments beginning on June 10, 2013

21. The date of the transaction represents the date on which the financial performance criteria of previously granted options were determined to have been satisfied

22. The option, for which the performance criteria have been determined to have been satisfied, vests in four equal annual installments beginning on June 10, 2013

23. 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.

24. The number of securities beneficially owned following the reported transaction reflects the deletion of the originally reported grant of the option. Following the grant, the option was amended to include performance-based conditions to vesting. Consequently, the option was not considered beneficially owned until the financial performance criteria were determined to have been satisfied.

25. Held by trust for the benefit of the family of Esther K. Barry, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC

26. Held by trust for the benefit of the family of Lucy K. Kalian, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC

27. Held by trust for the benefit of the family of Nadia K. Rodriguez, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC

28. Held by trust for the benefit of the family of Sossie K. Najarian, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC

29. Held by Ara K. Hovnanian Family 1994 long-term trusts, of which the reporting person is trustee, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership")

30. Held by Esther K. Barry Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

31. Held by Lucy K. Kalian Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

32. Held by Nadia K. Rodriquez Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

33. Held by Sossie K. Najarian Family 1994 long-term trusts, of which the reporting person is a trustee and has a potential remainder interest, through a partnership interest in the Limited Partnership

	Nancy A. Marrazzo Attorney-in-Fact	12/19/2013
	** 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 4 (b)(v).
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