EAGLE MATERIALS INC — Director's Dealing 2016

Apr 8, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2016-03-31

Reporting Person: Metcalf Keith W (President (American Gypsum))

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36855	Direct
Common Stock	3938	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (Right to Buy)	$62.83	2016-05-09	Common Stock (2683)		Direct
Non-Qualified Stock Option (Right to Buy)	$27.53	2021-06-27	Common Stock (12887)		Direct
Non-Qualified Stock Option (Right to Buy)	$33.69	2022-06-19	Common Stock (23057)		Direct
Non-Qualified Stock Option (Right to Buy)	$67.21	2023-08-12	Common Stock (5761)		Direct
Non-Qualified Stock Option (Right to Buy)	$87.37	2024-06-03	Common Stock (4685)		Direct
Non-Qualified Stock Option (Right to Buy)	$81.56	2025-06-10	Common Stock (12116)		Direct
Non-Qualified Stock Option (Right to Buy)	$60.43	2026-01-01	Common Stock (15000)		Direct

Footnotes

F1: This number includes the following restricted shares: (a) 590 shares remaining from a grant awarded to the reporting person on 6/19/2012, the restrictions on which will lapse on 3/17/2017; (b) 2,678 shares remaining from a grant awarded to the reporting person on 8/12/2013, the restrictions on which will lapse ratably on March 31 of 2017 and 2018; and (c) 3,090 shares remaining from a grant awarded to the reporting person on 6/3/2014, the restrictions on which will lapse ratably on March 31 of 2017, 2018 and 2019.

F2: On May 9, 2006, the reporting person was granted an option to purchase up to 3,235 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2007. On April 30, 2007, the performance conditions as of March 31, 2007 were determined to have been satisfied such that stock options vested as to 2,683 shares and currently all of these options are exercisable.

F3: On June 27, 2011 the reporting person was granted an option to purchase up to 19,287 shares of Common Stock and currently 12,887 of these options remain exercisable.

F4: On June 19, 2012 the reporting person was granted an option to purchase up to 23,057 shares of Common Stock and currently all of these options are exercisable.

F5: On August 12, 2013, the reporting person was granted an option to purchase up to 5,761 shares of Common Stock. Currently 3,841 options are exercisable and the remaining 1,920 options become exercisable on August 12, 2016.

F6: On June 3, 2014, the reporting person was granted an option to purchase up to 4,685 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured as 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 on such date. Currently 3,124 options are exercisable and the remaining 1,561 options become exercisable on March 31, 2017.

F7: On June 10, 2015, the reporting person was granted an option to purchase up to 12,116 shares of Common Stock that will vest as follows: 4,039 shares on June 10, 2016; 4,039 shares on June 10, 2017; and 4,038 shares on June 10, 2018.

F8: On January 1, 2016, the reporting person was granted an option to purchase up to 15,000 shares of Common Stock; the options vesting ratably over 5 years beginning on January 1, 2017.