EAGLE MATERIALS INC — Director's Dealing 2012

Jul 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-07-05

Reporting Person: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-05	Common Stock	M	2392	$34.6667	Acquired	26109	Direct
2012-07-05	Common Stock	F	2225	$38.27	Disposed	23884	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-05	Non-qualified Stock Option (Right to Buy)	$34.6667	M	2392	Disposed	2012-11-08	Common Stock (2392)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1479	Indirect
Common Stock	1200	Indirect
Restricted Common Stock Units	1933.7982	Direct

Footnotes

F1: Shares vested upon achievement of certain levels of operating earnings.

F2: These shares represent: (i) 2,166 shares of Common Stock tendered by Mr. Devlin to pay for the exercise price in connection with the exercise of the Non-Qualified Stock Option shown in Table II; and (ii) 59 shares withheld by the Issuer to satisfy tax withholding for the required taxes. As a result of the transaction, Mr. Devlin acquired an additional 167 shares of Common Stock.

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