Pagano Vincent JR Form 4 HOVNANIAN ENTERPRISES / VINCENT PAGANO JR ownership change

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^*

PAGANO VINCENT JR

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2020

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	01/01/2020		M		881.512	A	$0(1)	27,710.512	D
Class A Common Stock	01/02/2020		D		125.512	D	$22.53	27,585	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
Phantom Stock Units Payout 2020	(1)	01/01/2020		M			881.512(2)	(3)	(3)	Class A Common Stock	881.512(2)	$0.0000	0.0000	D

Explanation of Responses:

1. These phantom stock units converted into Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), on a one-for-one basis.

2. 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.

3. Payout to be made on January 1, 2020, or upon the occurrence of certain other events set forth under the terms of Deferred Compensation Plan. The portion of the phantom stock account attributable to share deferrals was paid out in shares. The portion of the phantom stock account attributable to cash deferrals was paid out in cash.

	Nancy A. Marrazzo Attorney-in-Fact	01/03/2020
	** 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).
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