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EAGLE MATERIALS INC Director's Dealing 2016

Apr 4, 2016

30774_dirs_2016-04-04_b45af086-b69b-43da-87c9-2ea86870d272.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ROWLEY STEVE (President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-03-31 Common Stock F 9571 $70.19 Disposed 153150 Direct
2016-04-01 Common Stock F 13983 $70.11 Disposed 139167 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2338 Indirect
Common Stock 1929 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: 9,571 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 1,717 shares of restricted stock awarded to the reporting person on 6/03/2014 (Form 4 filed on 5/7/2015); (b) 2,232 shares of restricted stock awarded to the reporting person on 8/12/2013 (Form 4 filed on 5/08/2014); (c) 3,087 shares of restricted stock awarded to the reporting person on 6/19/2012 (Form 4 filed on 5/07/2013) and (d) 20,704 shares of restricted stock awarded to the reporting person on 6/27/2011 (Form 4 filed on 5/07/2012). Because the reporting person's restricted holdings have been included in the direct ownership Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 9,571 shares to reflect this tax withholding.

F3: 13,983 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of the restrictions on 33,333 shares of restricted stock awarded to the reporting person on May 18, 2010 (Form 4 filed April 25, 2011). 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 13,983 shares to reflect this tax withholding.