EAGLE MATERIALS INC — Director's Dealing 2012

Nov 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-11-27

Reporting Person: ESSL GERALD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-27	Common Stock	M	15000	$11.7639	Acquired	94759	Direct
2012-11-27	Common Stock	S	15000	$54.808	Disposed	79759	Direct
2012-11-27	Common Stock	S	27394	$55.335	Disposed	52365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-27	Non-qualified Stock Option (Right to Buy)	$11.7639	M	15000	Disposed	2013-05-08	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock Units	5560.0540	Direct

Footnotes

F1: The reported transactions were effected for estate and tax planning purposes. Following these transactions, the reporting person's ownership currently satisfies the issuer's stock ownership guidelines.

F2: Reflects the inclusion of restricted shares inadvertently omitted from the reporting person's Form 4 filed on May 7, 2012 ("Original Form 4"). The number of securities reported on the Original Form 4 inadvertently reflected only the increase in shares held as a result of the lapsing of the restrictions on the first one-fifth of the earned restricted stock. In order to be consistent with the reporting of other earned restricted share awards, the reporting person is including the entire earned restricted stock amount in the holdings, subject to the schedule for the lapsing of restrictions on the remaining shares as stated in footnote (1) of the Original Form 4.

F3: This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $54.50 to $55.17. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F4: This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $55.25 to $55.54. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F5: Shares vested upon achievement of certain levels of return on average net assets and operating earnings.