EAGLE MATERIALS INC — Director's Dealing 2012

Jun 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-06-19

Reporting Person: HIRSCH LAURENCE E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-19	Common Stock	A	3463	—	Acquired	670141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-19	Non-qualified Stock Option (Right to Buy)	$33.69	A	9021	Acquired	2022-06-19	Common Stock (9021)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5173	Indirect
Common Stock	5173	Indirect
Common Stock	845546	Indirect
Restricted Common Stock Units	10991.1902	Direct

Footnotes

F1: One June 19, 2012, the reporting person was granted 3,463 shares of restricted stock. The restricted stock will be earned on December 19, 2012, assuming the reporting person's continued service as a director of the Company as of such date, and the restrictions will lapse when the director's service on the Board terminates because of the director's death or the director's retirement in accordance with the Company's director retirement policy or earlier with the consent of the Board.

F2: Excludes an aggregate of 10,346 shares previously owned directly by the reporting person which were contributed to the family limited partnerships referred to in footnote (3) below on January 31, 2007.

F3: Represents previously made separate gifts of limited partnership interests in 2006 Hirsch Family Partnership No. 1, Ltd. and 2006 Hirsch Family Partnership No. 2, Ltd. to two family trusts, the beneficiaries of which are children of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock held by these family partnerships except to the extent of his pecuniary interest therein.

F4: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the grant date.

F5: On June 19, 2012, the reporting person was granted an option to purchase up to 9,021 shares of Common Stock, such options to become vested and exercisable on December 19, 2012 assuming the reporting person's continued service as a director of the Company as of such date.