EAGLE MATERIALS INC — Director's Dealing 2013

May 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2013-05-03

Reporting Person: STEWART ROBERT S (EVP-Strategy & Corp. Develop.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-03	Common Stock	A	3785	—	Acquired	44615	Direct

Footnotes

F1: On June 19, 2012, the reporting person was granted 3,785 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's average return on equity measured at the end of fiscal 2013. On May 3, 2013, the performance vesting criteria was determined to have been met such that 3,785 shares of restricted stock have been earned. In accordance with the Restricted Stock Agreement, the restrictions on one-fifth of the earned shares (757 shares) will lapse on June 19, 2013. The restrictions on the remaining shares will lapse ratably on March 31 of 2014, 2015, 2016, and 2017.