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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 | (7) | 12/19/2006 | G | V | 1,800 | (7) | (8) | Class A Common Stock | 1,800 | (9) | 1,686,920 | D | |||
Class B Common Stock | (7) | 09/13/2007 | D | 395,873 | (7) | (8) | Class A Common Stock | 395,873 | (1) | 1,291,047 | D | ||||
Class B Common Stock | (7) | 12/19/2006 | G | V | 900 | (7) | (8) | Class A Common Stock | 900 | (9) | 40,750 | I | Held by daughter Serena | ||
Class B Common Stock | (7) | 12/19/2006 | G | V | 900 | (7) | (8) | Class A Common Stock | 900 | (9) | 55,424 | I | Held by son Alexander | ||
Class B Common Stock | (7) | 03/09/2007 | G | V | 6,150.31 | (7) | (8) | Class A Common Stock | 6,150.31 | (9) | 512,648.93 (3) | I | Held by trust for Lucy K. Kalian's family (5) | ||
Class B Common Stock | (7) | 03/09/2007 | G | V | 5,125.26 | (7) | (8) | Class A Common Stock | 5,125.26 | (9) | 427,207.93 (3) | I | Held by trust for Esther K. Barry's family (4) | ||
Class B Common Stock | (7) | 03/09/2007 | G | V | 4,100.21 | (7) | (8) | Class A Common Stock | 4,100.21 | (9) | 1,085,210.92 | I | Held by the Ara K. Hovnanian Family 1994 Long Term Trust (10) | ||
Class B Common Stock | (7) | 03/09/2007 | G | V | 4,100.21 | (7) | (8) | Class A Common Stock | 4,100.21 | (9) | 341,766.94 (3) | I | Held by trust for Sossie K. Najarian's family (11) | ||
Class B Common Stock | (7) | 03/09/2007 | G | V | 4,100.21 | (7) | (8) | Class A Common Stock | 4,100.21 | (9) | 237,596.14 (3) | I | Held by trust for Nadia K. Rodriguez's family (12) | ||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 250,000 | 250,000 | I | Held by the Ara K. Hovnanian 2004 GRAT | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 128,132 | 128,132 | I | Held by Reporting Person through partnership interests in the Limited Partnership | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 20,300 | 20,300 | I | Held by wife | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 199,262 | 199,262 (13) | I | Held by trust for the Reporting Person and his family | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 4,000 | 4,000 | I | Held as trustee of the Alton Hovnanian Trust | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 4,000 | 4,000 | I | Held as trustee of the Alexander Hovnanian Trust | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 33,579 | 33,579 | I | Held as trustee for son Alexander | |||||||
Class B Common Stock | (7) | (7) | (8) | Class A Common Stock | 33,579 | 33,579 | I | Held as trustee for daughter Serena |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOVNANIAN ARA K 110 WEST FRONT STREET RED BANK, NJ 07701 |
X | X |
Nancy A. Marrazzo Attorney-in-Fact | 09/17/2007 | |
**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 September 13, 2007, in transactions approved in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the Issuer (i) exchanged 395,873 shares of Class B Common Stock held by the Reporting Person for an equal number of shares of Class A Common Stock and (ii) immediately thereafter exchanged the 395,873 shares of Class B Common Stock received from the Reporting Person for an equal number of shares of Class A Common Stock held by Kevork S. Hovnanian. The aggregate Hovnanian family holdings of shares, both of Class A Common Stock and Class B Common Stock, remain unchanged by such exchanges. |
(2) | On May 29, 2007 the Reporting Person received a distribution of 47,821 shares of Class A Common Stock from the Ara K. Hovnanian 2004 GRAT, of which the Reporting Person is trustee and the principal beneficiary. The Reporting Person's beneficial interest in such shares was not changed by such distribution. |
(3) | 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 beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose |
(4) | Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership") |
(5) | Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership |
(6) | Held by the Ara K. Hovnanian 2004 Grantor Retained Annuity Trust of which the reporting person is trustee and the principal beneficiary |
(7) | The Class B Common Stock, par value $.01 per share, non-cumulative, is immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative |
(8) | No expiration date |
(9) | N/A |
(10) | Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee, including shares held through a partnership interest in the Limited Partnership |
(11) | 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, including shares held through a partnership interest in the Limited Partnership |
(12) | Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership |
(13) | Following the final transfer of shares to the principal beneficiary of the KSH 2004 GRAT, of which the Reporting Person was the trustee and had a potential remainder interest, the remaining 199,262 shares of Class B Common Stock held by the KSH 2004 GRAT were, pursuant to the original terms of the GRAT, transferred to a trust for the benefit of the Reporting Person and his family. The Reporting Person is a trustee of this new trust. The Reporting Person's beneficial interest in shares was not changed by such transfer. |