FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HOVNANIAN ARA K		 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                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman of Bd., Pres. & CEO
(Last)          (First)          (Middle)

C/O HOVNANIAN ENTERPRISES, INC., 90 MATAWAN ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2023
(Street)

MATAWAN, NJ 07747		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)6/14/2023  M (2)  18000.0000     (1) (3)Class A Common Stock 18000.0000 $0.0000 287537.0000 D  
Class B Common Stock  (1)6/14/2023  M (4)  18000.0000     (1) (3)Class A Common Stock 18000.0000 $0.0000 305537.0000 D  
Class B Common Stock  (1)6/14/2023  F     14167.0000   (1) (3)Class A Common Stock 14167.0000 $98.8400 291370.0000 D  
Market Share Units  (5)6/14/2023  M (2)    9000.0000   (6)6/14/2024 Class A Common Stock (7)9000.0000 (2)$0.0000 9000.0000 (8)D  
Market Share Units (Performance)  (5)6/14/2023  M (4)    9000.0000   (9)6/14/2024 Class A Common Stock (7)9000.0000 (4)$0.0000 9000.0000 (8)D  
Class B Common Stock  (1)           (1) (3)Class A Common Stock 5328.4000  5328.4000 I Held as trustee for daughter Serena 
Class B Common Stock  (1)           (1) (3)Class A Common Stock 5328.4000  5328.4000 I Held as trustee for son Alexander 
Class B Common Stock  (1)           (1) (3)Class A Common Stock 160.0000  160.0000 I Held as trustee of the Alexander Hovnanian Trust 
Class B Common Stock  (1)           (1) (3)Class A Common Stock 160.0000  160.0000 I Held as trustee of the Alton Hovnanian Trust 
Class B Common Stock  (1)           (1) (3)Class A Common Stock 157434.5600  157434.5600 I Held as trustee of trust for Reporting Person's family (10)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 25281.4000  25281.4000 (11)I Held as trustee of trusts for Esther K. Barry's family (12)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 25281.4000  25281.4000 (11)I Held as trustee of trusts for Lucy K. Kalian's family (13)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 25281.4000  25281.4000 (11)I Held as trustee of trusts for Nadia K. Rodriguez's family (14)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 25281.4000  25281.4000 (11)I Held as trustee of trusts for Sossie K. Najarian's family (15)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 50507.5100  50507.5100 I Held by Ara K. Hovnanian Family 1994 long-term trusts (16)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 5125.2800  5125.2800 I Held by Reporting Person through partnership interests in the Limited Partnership. 
Class B Common Stock  (1)           (1) (3)Class A Common Stock 38736.6940  38736.6940 (11)I Held by trusts for Esther K. Barry's family (17)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 42034.9200  42034.9200 (11)I Held by trusts for Kevork S. Hovnanian's family (18)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 38777.8564  38777.8564 (11)I Held by trusts for Lucy K. Kalian's family (19)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 22849.1972  22849.1972 (11)I Held by trusts for Nadia K. Rodriguez's family (20)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 33256.3364  33256.3364 (11)I Held by trusts for Sossie K. Najarian's family (21)
Class B Common Stock  (1)           (1) (3)Class A Common Stock 812.0000  812.0000 I Held by wife 
Explanation of Responses:
(1) 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")
(2) On June 14, 2023, 9,000 Market Share Units vested and converted into 18,000 shares of Class B Common Stock pursuant to the terms of the award granted on June 14, 2019 that was subject to additional financial performance criteria that was determined to have been satisfied on October 31, 2021
(3) No expiration date
(4) On June 14, 2023, 9,000 Market Share Units vested and converted into 18,000 shares of Class B Common Stock pursuant to the terms of the award granted on June 14, 2019
(5) Shares of Class B Common Stock received upon vesting are immediately convertible into Class A Common Stock on a one-for-one basis
(6) 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 14, 2021
(7) Upon, and to the extent of, vesting of the Market Share Units, shares of Class B Common Stock would be received. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock.
(8) The number of shares of Class B 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
(9) 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, 2022, June 14, 2022, June 14, 2023, and June 14, 2024.
(10) 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 Hovnanian Family 2012 LLC (the "2012 LLC")
(11) 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
(12) 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
(13) 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
(14) 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
(15) Held by trust for the benefit of the family of Sossie K. Najarian, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC
(16) Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee
(17) 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
(18) 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
(19) 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
(20) 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
(21) 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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HOVNANIAN ARA K
C/O HOVNANIAN ENTERPRISES, INC.
90 MATAWAN ROAD
MATAWAN, NJ 07747		XXChairman of Bd., Pres. & CEO
Signatures
Elizabeth D. Tice Attorney-in-Fact6/16/2023
**Signature of Reporting PersonDate
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.
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