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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (2) | 12/18/2012 | W | V | 3,883,395 | (2) | (3) | Class A Common Stock | 3,883,395 | $ 0 | 0 | I | By LLC (1) | ||
Class B Common Stock | (2) | (2) | (3) | Class A Common Stock | 3,255,251 | 3,255,251 (1) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Executors of the Estate of Kevork S. Hovnanian, Deceased C/O LAURA M. TWOMEY, SIMPSON THACHER & BARTLETT LLP, 425 LEXINGTON AVE NEW YORK, NY 10017 |
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/s/ Sirwart Hovnanian, Sirwart Hovnanian, Executrix of the Estate of Kevork S. Hovnanian, Deceased | 12/27/2012 | |
**Signature of Reporting Person | Date | |
/s/ Ara K. Hovnanian, Ara K. Hovnanian, Executor of the Estate of Kevork S. Hovnanian, Deceased | 12/27/2012 | |
**Signature of Reporting Person | Date | |
/s/ Sossie K. Najarian, Sossie K. Najarian, Executrix of the Estate of Kevork S. Hovnanian, Deceased | 12/27/2012 | |
**Signature of Reporting Person | Date | |
/s/ Esto K. Barry, Esto K. Barry, Executrix of the Estate of Kevork S. Hovnanian, Deceased | 12/27/2012 | |
**Signature of Reporting Person | Date | |
/s/ Lucy K. Kalian, Lucy K. Kalian, Executrix of the Estate of Kevork S. Hovnanian, Deceased | 12/27/2012 | |
**Signature of Reporting Person | Date | |
/s/ Nadia K. Rodriguez, Nadia K. Rodriguez, Executrix of the Estate of Kevork S. Hovnanian, Deceased | 12/27/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On December 18, 2012, the Reporting Person contributed 970,849 shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), and 3,883,395 shares of Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), to a limited liability company in exchange for all of the limited liability company interests. The Reporting Person's beneficial interest in such shares was not changed by such contribution. Following such contribution, the Reporting Person transferred all of the limited liability company interests pursuant to the Will of Kevork S. Hovnanian, deceased. |
(2) | The Class B Common Stock is immediately converted into an equal number of shares of Class A Common Stock. |
(3) | No expiration date. |