EAGLE MATERIALS INC — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-03-19

Reporting Person: ROWLEY STEVE (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Stock	M	27745	$29.0767	Acquired	392188	Direct
2012-03-19	Common Stock	S	27745	$35.2472	Disposed	364443	Direct
2012-03-20	Common Stock	M	23500	$29.0767	Acquired	387943	Direct
2012-03-20	Common Stock	S	23500	$34.6626	Disposed	364443	Direct
2012-03-21	Common Stock	M	82776	$11.7639	Acquired	447219	Direct
2012-03-21	Common Stock	S	82776	$36.1491	Disposed	364443	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-19	Non-Qualified Stock Option (Right to Buy)	$29.0767	M	27745	Disposed	2012-06-09	Common Stock (27745)	Direct
2012-03-20	Non-Qualified Stock Option (Right to Buy)	$29.0767	M	23500	Disposed	2012-06-09	Common Stock (23500)	Direct
2012-03-21	Non-Qualified Stock Option (Right to Buy)	$11.7639	M	82776	Disposed	2013-05-08	Common Stock (82776)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2115	Indirect
Common Stock	1929	Indirect
Restricted Common Stock Units	28935.7622	Direct

Footnotes

F1: 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 $35.03 to $35.44. 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.

F2: 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 $34.21 to $35.03. 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.

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 $36.00 to $36.30. 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: Shares vested upon achievement of certain levels of earnings before interest and taxes and operational excellence goals.

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