EAGLE MATERIALS INC — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-12-18

Reporting Person: Powers David B (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-18	Common Stock	M	16679	$26.695	Acquired	77084	Direct
2012-12-18	Common Stock	S	5000	$57.2648	Disposed	72084	Direct
2012-12-18	Common Stock	S	5000	$57.2806	Disposed	67084	Direct
2012-12-18	Common Stock	S	6679	$57.2896	Disposed	60405	Direct
2012-12-18	Common Stock	S	22040	$56.8702	Disposed	38365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-18	Non-qualified Stock Option (Option to Buy)	$26.695	M	16679	Disposed	2015-08-21	Common Stock (16679)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock Units	4041.9907	Direct
Common Stock	1388	Indirect

Footnotes

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

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 $56.68 to $56.975. 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: Shares vested upon achievement of certain earnings and safety goals.