EAGLE MATERIALS INC — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-12-21

Reporting Person: ESSL GERALD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	G	14000	—	Disposed	38365	Direct
2012-12-14	Common Stock	G	14000	—	Acquired	14000	Indirect
2012-12-21	Common Stock	M	5000	$49.7700	Acquired	43365	Direct
2012-12-21	Common Stock	S	5000	$57.5488	Disposed	38365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-21	Non-qualified Stock Option (Right to Buy)	$49.7700	M	5000	Disposed	2014-05-04	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock Units	5560.0540	Direct

Footnotes

F1: The reported transactions were effected for estate planning purposes.

F2: The reported transaction reflects a gift by the reporting person to the Garett G. Essl 1997 Trust, an irrevocable trust for the benefit of the reporting person's son. The reporting person and his wife act as trustees of the trust.

F3: The reported transactions were effected for tax planning purposes.

F4: Shares vested over a five year period.