EAGLE MATERIALS INC — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2016-06-01

Reporting Person: NICOLAIS MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Common Stock	M	1964	$37.95	Acquired	14397	Direct
2016-06-01	Common Stock	M	8149	$27.72	Acquired	22546	Direct
2016-06-01	Common Stock	F	3774	$79.59	Disposed	18772	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-01	Non Qualified Stock Optin (Right to Buy)	$27.72	M	8149	Disposed	2016-08-06	Common Stock (8149)	Direct
2016-06-01	Non Qualified Stock Optin (Right to Buy)	$37.95	M	1964	Disposed	2016-07-27	Common Stock (1964)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock Units	3813.6858	Direct
Common Stock	1550	Indirect
Common Stock	3500	Indirect
Common Stock	1386	Indirect
Common Stock	555	Indirect
Common Stock	555	Indirect

Footnotes

F1: 3,774 shares were withheld by Mr. Nicolais to pay for the exercise prices in connection with the exercise of the Non Qualified Stock Options shown in Table II. As a result of these transactions, Mr. Nicolais acquired an additional 6,339 shares of Common Stock.

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 exercise date.

F3: These shares are held by wife as custodian for the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose.

F4: Shares vested immediately on the date the grant was awarded.