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*
SORSBY J LARRY
(Last) (First) (Middle)
90 MATAWAN ROAD, FIFTH FLOOR
(Street)
MATAWAN NJ 07747
(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 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/08/2021 M(1) 1,700 A $0.0000 37,537 D
Class A Common Stock 06/08/2021 M(2) 1,700 A $0.0000 39,237 D
Class A Common Stock 06/08/2021 F 1,339 D $108.03 37,898 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Market Share Units (3) 06/08/2021 M(1) 850(4) (5) 06/08/2023 Class A Common Stock 850(6) $0.0000 1,700(7) D
Market Share Units (Performance) (3) 06/08/2021 M(2) 850 (8) 06/08/2023 Class A Common Stock 850(2) $0.0000 1,700(9) D
Explanation of Responses:
1. On June 8, 2021, 850 Market Share Units vested and converted into 1,700 shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), pursuant to the terms of the award granted on June 8, 2018
2. On June 8, 2021, 850 Market Share Units vested and converted into 1,700 shares of Class A Common Stock pursuant to the terms of the award granted on June 8, 2018 that was subject to additional performance criteria that was determined to have been satisfied on December 15, 2020
3. Converts to Class A Common Stock on a one-for-one basis
4. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock that occurred on March 29, 2019
5. 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 8, 2020
6. On June 8, 2021, 850 Market Share Units vested and converted into 1,700 shares of Class A Common Stock pursuant to the terms of the award granted on June 8, 2018. Adjusted for the Issuer's 1-for-25 reverse stock split with respect to the Class A Common Stock that occurred on March 29, 2019.
7. The number of shares of Class A Common Stock that would be received upon vesting of the Market Share Units, if any, may vary from 50% to 200% 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 Market Share Units, without any vesting, that occurred in previous years pursuant to the terms of the award.
8. 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, 2021, June 8, 2021, June 8, 2022 and June 8, 2023
9. The number of shares of Class A Common Stock that would be received upon vesting of the Market Share Units, if any, may vary from 50% to 200% 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 06/10/2021
** 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).
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