Ara K. Hovnanian - Jun 9, 2021 Form 4 Insider Report for HOVNANIAN ENTERPRISES INC (HOV)

Signature
Nancy A. Marrazzo Attorney-in-Fact
Stock symbol
HOV
Transactions as of
Jun 9, 2021
Transactions value $
-$688,092
Form type
4
Date filed
6/11/2021, 07:15 PM
Previous filing
Jun 10, 2021
Next filing
Jun 15, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HOV Class B Common Stock Options Exercise $0 +5.25K +5.42% $0.00 102K Jun 9, 2021 Class A Common Stock 5.25K Direct F1, F2, F3
transaction HOV Class B Common Stock Options Exercise $0 +2.63K +2.57% $0.00 105K Jun 9, 2021 Class A Common Stock 2.63K Direct F1, F3, F4
transaction HOV Class B Common Stock Tax liability -$302K -3.1K -2.96% $97.37 102K Jun 9, 2021 Class A Common Stock 3.1K Direct F1, F3
transaction HOV Market Share Units Options Exercise $0 -3K -50% $0.00 3K Jun 9, 2021 Class A Common Stock 3K Direct F2, F5, F6, F7, F8, F9, F10
transaction HOV Market Share Units (Performance) Options Exercise $0 -1.5K -50% $0.00 1.5K Jun 9, 2021 Class A Common Stock 1.5K Direct F4, F5, F8, F10, F11
transaction HOV Class B Common Stock Options Exercise $0 +5.25K +5.17% $0.00 107K Jun 10, 2021 Class A Common Stock 5.25K Direct F1, F3, F12
transaction HOV Class B Common Stock Options Exercise $0 +5.25K +4.91% $0.00 112K Jun 10, 2021 Class A Common Stock 5.25K Direct F1, F3, F13
transaction HOV Class B Common Stock Tax liability -$386K -4.13K -3.69% $93.50 108K Jun 10, 2021 Class A Common Stock 4.13K Direct F1, F3
transaction HOV Market Share Units Options Exercise $0 -3K -100% $0.00* 0 Jun 10, 2021 Class A Common Stock 3K Direct F5, F6, F8, F10, F12, F14, F15
transaction HOV Market Share Units (Performance) Options Exercise $0 -3K -100% $0.00* 0 Jun 10, 2021 Class A Common Stock 3K Direct F5, F6, F8, F10, F13, F16, F17
holding HOV Class B Common Stock 5.33K Jun 9, 2021 Class A Common Stock 5.33K Held as trustee for daughter Serena F1, F3
holding HOV Class B Common Stock 5.33K Jun 9, 2021 Class A Common Stock 5.33K Held as trustee for son Alexander F1, F3
holding HOV Class B Common Stock 160 Jun 9, 2021 Class A Common Stock 160 Held as trustee of the Alexander Hovnanian Trust F1, F3
holding HOV Class B Common Stock 160 Jun 9, 2021 Class A Common Stock 160 Held as trustee of the Alton Hovnanian Trust F1, F3
holding HOV Class B Common Stock 163K Jun 9, 2021 Class A Common Stock 163K Held as trustee of trust for Reporting Person's family F1, F3, F18
holding HOV Class B Common Stock 31.1K Jun 9, 2021 Class A Common Stock 31.1K Held as trustee of trusts for Esther K. Barry's family F1, F3, F19, F20
holding HOV Class B Common Stock 31.1K Jun 9, 2021 Class A Common Stock 31.1K Held as trustee of trusts for Lucy K. Kalian's family F1, F3, F19, F21
holding HOV Class B Common Stock 31.1K Jun 9, 2021 Class A Common Stock 31.1K Held as trustee of trusts for Nadia K. Rodriguez's family F1, F3, F19, F22
holding HOV Class B Common Stock 31.1K Jun 9, 2021 Class A Common Stock 31.1K Held as trustee of trusts for Sossie K. Najarian's family F1, F3, F19, F23
holding HOV Class B Common Stock 56.8K Jun 9, 2021 Class A Common Stock 56.8K Held by Ara K. Hovnanian Family 1994 long-term trusts F1, F3, F24
holding HOV Class B Common Stock 5.13K Jun 9, 2021 Class A Common Stock 5.13K Held by Reporting Person through partnership interests in the Limited Partnership. F1, F3
holding HOV Class B Common Stock 38.7K Jun 9, 2021 Class A Common Stock 38.7K Held by trusts for Esther K. Barry's family F1, F3, F19, F25
holding HOV Class B Common Stock 42K Jun 9, 2021 Class A Common Stock 42K Held by trusts for Kevork S. Hovnanian's family F1, F3, F19, F26
holding HOV Class B Common Stock 38.8K Jun 9, 2021 Class A Common Stock 38.8K Held by trusts for Lucy K. Kalian's family F1, F3, F19, F27
holding HOV Class B Common Stock 22.8K Jun 9, 2021 Class A Common Stock 22.8K Held by trusts for Nadia K. Rodriguez's family F1, F3, F19, F28
holding HOV Class B Common Stock 33.3K Jun 9, 2021 Class A Common Stock 33.3K Held by trusts for Sossie K. Najarian's family F1, F3, F19, F29
holding HOV Class B Common Stock 812 Jun 9, 2021 Class A Common Stock 812 Held by wife F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 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")
F2 On June 9, 2021, 3,000 Market Share Units vested and converted into 5,250 shares of Class B Common Stock pursuant to the terms of the award granted on June 9, 2017
F3 No expiration date
F4 On June 9, 2021 1,500 Market Share Units vested and converted into 2,625 shares of Class B Common Stock pursuant to the terms of the award granted on June 9, 2017 that was subject to additional financial performance criteria that was determined to have been satisfied on December 16, 2019
F5 Shares of Class B Common Stock received upon vesting convert to Class A Common Stock on a one-for-one basis
F6 Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019
F7 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 9, 2019
F8 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.
F9 On June 9, 2021, 3,000 Market Share Units vested and converted into 5,250 shares of Class B Common Stock pursuant to the terms of the award granted on June 9, 2017. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019.
F10 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. This amount also reflects the forfeiture of the Market Share Units, without any vesting, that occurred in previous years pursuant to the terms of the award.
F11 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
F12 On June 10, 2021, 3,000 Market Share Units vested and converted into 5,250 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016
F13 On June 10, 2021, 3,000 Market Share Units vested and converted into 5,250 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016 that was subject to additional financial performance criteria that was determined to have been satisfied on December 14, 2018
F14 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 10, 2018
F15 On June 10, 2021, 3,000 Market Share Units vested and converted into 5,250 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019.
F16 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, 2019, June 10, 2019, June 10, 2020 and June 10, 2021
F17 On June 10, 2021, 3,000 Market Share Units vested and converted into 5,250 shares of Class B Common Stock pursuant to the terms of the award granted on June 10, 2016 that was subject to additional financial performance criteria that was determined to have been satisfied on December 14, 2018. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock and Class B Common Stock that occurred on March 29, 2019.
F18 Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, including shares held through a limited liability company interest in the Hovnanian Family 2012 LLC (the "2012 LLC")
F19 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
F20 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
F21 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
F22 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
F23 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
F24 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")
F25 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
F26 Held by trusts for the benefit of the family of Kevork S. Hovnanian, of which the reporting person is a trustee and has a potential remainder interest
F27 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
F28 Held by Nadia K. Rodriguez 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
F29 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