EAGLE MATERIALS INC — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-12-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Stock	M	8643	$11.7639	Acquired	119756	Direct
2012-12-11	Common Stock	S	5000	$53.9000	Disposed	114756	Direct
2012-12-11	Common Stock	S	3643	$53.95	Disposed	111113	Direct
2012-12-12	Common Stock	M	16022	$11.7639	Acquired	127135	Direct
2012-12-12	Common Stock	S	5000	$54.0000	Disposed	122135	Direct
2012-12-12	Common Stock	S	5000	$54.4000	Disposed	117135	Direct
2012-12-12	Common Stock	S	4665	$54.4500	Disposed	112470	Direct
2012-12-12	Common Stock	S	1357	$53.95	Disposed	111113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Non-qualified Stock Option (Right to Buy)	$11.76390	M	8643	Disposed	2013-05-08	Common Stock (8643)	Direct
2012-12-12	Non-qualified Stock Option (Right to Buy)	$11.76390	M	16022	Disposed	2013-05-08	Common Stock (16022)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	610	Indirect
Common Stock	543	Indirect
Restricted Common Stock Units	4210.3064	Direct

Footnotes

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

F2: Shares vested upon achievement of certain levels of operating earnings and return on average net assets.