EAGLE MATERIALS INC — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2014-05-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	A	7812	—	Acquired	49428	Direct
2014-05-08	Common Stock	F	655	$82.50	Disposed	48773	Direct

Footnotes

F1: On August 12, 2013, the reporting person was granted 7,812 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 2014. On May 6, 2014, the performance vesting criteria was determined to have been met such that all of the 7,812 shares of restricted stock have been earned. In accordance with the Restricted Stock Agreement, the restrictions on one-fifth of the earned shares (1,563 shares) lapsed on May 8, 2014. The restrictions on the remaining shares will lapse ratably on March 31 of 2015, 2016, 2017, and 2018.

F2: 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.

F3: 655 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 1,563 shares of restricted stock awarded to the reporting person on August 12, 2013 (as reported in footnote 1).