X0306 4 2019-12-16 0000357294 HOVNANIAN ENTERPRISES INC HOV 0000938549 HOVNANIAN ARA K 90 MATAWAN ROAD, FIFTH FLOOR MATAWAN NJ 07747 1 1 1 Chairman of Bd., Pres. & CEO Market Share Units (Performance) 2019-12-16 4 A 0 6000.0000 0.0000 A 2022-06-09 Class A Common Stock 6000.0000 6000.0000 D 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, par value $.01 per share, non-cumulative ("Class A Common Stock"), on a one-for-one basis 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 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, 2020, June 9, 2020, June 9, 2021 and June 9, 2022 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. 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 2019-12-18