X0306 4 2014-06-13 0000357294 HOVNANIAN ENTERPRISES INC HOV 0000938549 HOVNANIAN ARA K 110 WEST FRONT STREET RED BANK NJ 07701 1 1 1 Chairman of Bd., Pres. & CEO Market Share Units 2014-06-13 4 A 0 300000.0000 0.0000 A 2019-06-13 Class A Common Stock 300000.0000 300000.0000 D Converts to Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), on a one-for-one basis 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 beginning on June 13, 2016 Upon, and to the extent of, vesting of the Market Share Units, shares of Class B Common Stock, par value $.01 per share, non-cumulative ("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. 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 175% of the number shown depending on the market performance of the Class A Common Stock over each relevant vesting period Nancy A. Marrazzo Attorney-in-Fact 2014-06-17