EAGLE MATERIALS INC — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-02-22

Reporting Person: Graass James H (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	5500	$29.0767	Acquired	84772	Direct
2012-02-22	Common Stock	S	5500	$31.6836	Disposed	79272	Direct
2012-02-23	Common Stock	M	6147	$29.0767	Acquired	85419	Direct
2012-02-23	Common Stock	S	6147	$31.89	Disposed	79272	Direct
2012-02-23	Common Stock	M	10000	$13.425	Acquired	89272	Direct
2012-02-23	Common Stock	S	10000	$32.3033	Disposed	79272	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Non-qualified Stock Option (Right to Buy)	$29.0767	M	5500	Disposed	2012-06-09	Common Stock (5500)	Direct
2012-02-23	Non-qualified Stock Option (Right to Buy)	$29.0767	M	6147	Disposed	2012-06-09	Common Stock (6147)	Direct
2012-02-23	Non-qualified Stock Option (Right to Buy)	$13.425	M	10000	Disposed	2012-05-09	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	561	Indirect
Common Stock	543	Indirect
Restricted Common Stock Units	8359.7826	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 $31.63 to $31.73. 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 $31.76 to $32.00. 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 $32.103 to $32.45. 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.