EAGLE MATERIALS INC — Director's Dealing 2016

Apr 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ESSL GERALD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-31	Common Stock	F	2978	$70.19	Disposed	37724	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7000	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: 2,978 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 1,460 shares of restricted stock awarded to the reporting person on 6/03/2014 (Form 4 filed on 5/7/2015); (b) 1,897 shares of restricted stock awarded to the reporting person on 8/12/2013 (Form 4 filed on 5/08/2014); (c) 890 shares of restricted stock awarded to the reporting person on 6/19/2012 (Form 4 filed on 5/07/2013) and (d) 6,674 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 2,978 shares to reflect this tax withholding.