EAGLE MATERIALS INC — Director's Dealing 2014

Aug 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2014-08-21

Reporting Person: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-21	Common Stock	F	547	$98.35	Disposed	39937	Direct
2014-08-21	Common Stock	M	3000	$30.735	Acquired	42937	Direct
2014-08-21	Common Stock	S	3000	$99.50	Disposed	39937	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-21	Non-Qualified Stock Option (Right to Buy)	$30.735	M	3000	Disposed	2020-05-18	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1646	Indirect
Common Stock	1200	Indirect

Footnotes

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

F2: 547 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 2,000 shares of restricted stock awarded to the reporting person on 8/21/2009 (Form 4 filed on 8/25/2009). 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 547 shares to reflect this tax withholding.

F3: Shares vested upon achievement of certain performance vesting criteria.