EAGLE MATERIALS INC — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2014-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-31	Common Stock	F	1843	$87.25	Disposed	41616	Direct

Footnotes

F1: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.

F2: 1,843 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 757 shares of restricted stock awarded to the reporting person on 6/19/2012 (Form 4 filed on 5/07/2013) and (b) 5,994 shares of restricted stock awarded to the reporting person on 6/27/2011 (Form 4 filed on 5/07/2012). Because the reporting person's restricted stock holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 1,843 shares to reflect this tax withholding.