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: NICOLAIS MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-19	Common Stock	A	1113	—	Acquired	9501	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	2900	Acquired		Common Stock (2900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1550	Indirect
Common Stock	3500	Indirect
Common Stock	1386	Indirect
Common Stock	555	Indirect
Common Stock	555	Indirect
Restricted Common Stock Units	3725.0556	Direct

Footnotes

F1: One June 19, 2012, the reporting person was granted 1,113 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: These shares are held by wife as custodian for the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose.

F3: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the grant date.

F4: On June 19, 2012, the reporting person was granted an option to purchase up to 2,900 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.