EAGLE MATERIALS INC — Director's Dealing 2015

May 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2015-05-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-05	Common Stock	A	6009	$0.00	Acquired	51668	Direct
2015-05-07	Common Stock	F	504	$84.30	Disposed	51164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-05	Non-Qualified Stock Option (Right to Buy)	$87.37	A	5466	Acquired	2024-06-03	Common Stock (5466)	Direct

Footnotes

F1: On June 3, 2014, the reporting person was granted 6,009 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 2015. On May 5, 2015, the performance vesting criteria was determined to have been met such that all of the 6,009 shares of restricted stock have been earned. In accordance with the Restricted Stock Agreement, the restriction on one-fifth of the earned shares (1,202 shares) lapsed on May 7, 2015. The restrictions on the remaining shares will lapse ratably on March 31 of 2016, 2017, 2018 and 2019.

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: 504 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of the restriction on 1,202 shares of restricted stock awarded to the reporting person on June 3, 2014 (as reported in footnote 1).

F4: On June 3, 2014, the reporting person was granted an option to purchase up to 5,466 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2015. On May 5, 2015, the performance vesting criteria were determined to have been satisfied such that all of such options became earned and reportable on such date. The earned options become vested and exercisable as follows: one-third are exercisable immediately; one-third become exercisable on March 31, 2016; and the remaining one-third become exercisable on March 31, 2017.