SEC Form 4: K Ara Hovnanian sold $889,925 worth of Class A Common Stock (10,000 units at $88.99)
$HOV
Homebuilding
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC [ HOV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/09/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/09/2021 | S | 2,809 | D | $89.69(1) | 64,980.272(2) | I | Held as trustee of trusts for Sossie K. Najarian's family(3) | ||
| Class A Common Stock | 03/09/2021 | S | 7,191 | D | $88.72(4) | 57,789.272(2) | I | Held as trustee of trusts for Sossie K. Najarian's family(3) | ||
| Class A Common Stock | 122,318 | D | ||||||||
| Class A Common Stock | 7,766.792 | I | Held as trustee of trust for Reporting Person's family(5) | |||||||
| Class A Common Stock | 67,729.272(2) | I | Held as trustee of trusts for Esther K. Barry's family(6) | |||||||
| Class A Common Stock | 45,789.272(2) | I | Held as trustee of trusts for Lucy K. Kalian's family(7) | |||||||
| Class A Common Stock | 67,719.272(2) | I | Held as trustee of trusts for Nadia K. Rodriguez's family(8) | |||||||
| Class A Common Stock | 720 | I | Held by Ara K. Hovnanian Family 1994 long-term trusts(9) | |||||||
| Class A Common Stock | 3,563.96(2) | I | Held by trusts for Esther K. Barry's family(10) | |||||||
| Class A Common Stock | 4,132.76(2) | I | Held by trusts for Lucy K. Kalian's family(11) | |||||||
| Class A Common Stock | 720(2) | I | Held by trusts for Nadia K. Rodriguez's family(12) | |||||||
| Class A Common Stock | 720(2) | I | Held by trusts for Sossie K. Najarian's family(13) | |||||||
| Class A Common Stock | 668 | I | Held by wife | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (14) | 03/10/2021 | M | 13,500(15) | (14) | (16) | Class A Common Stock | 13,500(15) | $48.25 | 97,704 | D | ||||
| Class B Common Stock | (14) | 03/10/2021 | F | 8,132 | (14) | (16) | Class A Common Stock | 8,132 | $101.73 | 89,572 | D | ||||
| Option to purchase Class B Common Stock | $48.25 | 03/10/2021 | M | 13,500(15) | (17) | 06/09/2021 | Class A Common Stock | 13,500(15) | $0.0000(18) | 0.0000 | D | ||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 5,328.4 | 5,328.4 | I | Held as trustee for daughter Serena | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 5,328.4 | 5,328.4 | I | Held as trustee for son Alexander | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 160 | 160 | I | Held as trustee of the Alexander Hovnanian Trust | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 160 | 160 | I | Held as trustee of the Alton Hovnanian Trust | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 163,220.16 | 163,220.16 | I | Held as trustee of trust for Reporting Person's family(19) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 31,067.16 | 31,067.16(2) | I | Held as trustee of trusts for Esther K. Barry's family(6) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 31,067.16 | 31,067.16(2) | I | Held as trustee of trusts for Lucy K. Kalian's family(7) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 31,067.16 | 31,067.16(2) | I | Held as trustee of trusts for Nadia K. Rodriguez's family(8) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 31,067.16 | 31,067.16(2) | I | Held as trustee of trusts for Sossie K. Najarian's family(3) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 56,786.4536 | 56,786.4536 | I | Held by Ara K. Hovnanian Family 1994 long-term trusts(20) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 5,125.28 | 5,125.28 | I | Held by Reporting Person through partnership interests in the Limited Partnership. | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 38,736.694 | 38,736.694(2) | I | Held by trusts for Esther K. Barry's family(21) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 42,034.92 | 42,034.92(2) | I | Held by trusts for Kevork S. Hovnanian's family(22) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 38,777.8564 | 38,777.8564(2) | I | Held by trusts for Lucy K. Kalian's family(23) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 22,849.1972 | 22,849.1972(2) | I | Held by trusts for Nadia K. Rodriguez's family(24) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 33,256.3364 | 33,256.3364(2) | I | Held by trusts for Sossie K. Najarian's family(25) | |||||||
| Class B Common Stock | (14) | (14) | (16) | Class A Common Stock | 812 | 812 | I | Held by wife | |||||||
| Explanation of Responses: |
| 1. Represents the weighted average sales price for price increments ranging from $89.50 to $90.25. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. |
| 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 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 Hovnanian Family 2012 LLC (the "2012 LLC") |
| 4. Represents the weighted average sales price for price increments ranging from $88.45 to $89.20. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. |
| 5. Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, through a limited liability company interest in the 2012 LLC |
| 6. 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 |
| 7. 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 |
| 8. 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 |
| 9. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee |
| 10. 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 |
| 11. 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 |
| 12. Held by The Nadia K. Rodriguez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest |
| 13. 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 |
| 14. 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") |
| 15. 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 |
| 16. No expiration date |
| 17. The option is fully vested |
| 18. N/A |
| 19. 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 2012 LLC |
| 20. 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") |
| 21. 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 |
| 22. 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 |
| 23. 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 |
| 24. 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 |
| 25. 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 | 03/11/2021 | |
| ** 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). | ||
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||