EAGLE MATERIALS INC — Director's Dealing 2017

May 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2017-05-10

Reporting Person: Kesler Dale Craig (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-10	Common Stock	A	2735	$0.00	Acquired	65324	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-10	Non-Qualified Stock Option (Right to Buy)	$75.69	A	8492	Acquired	2026-05-20	Common Stock (8492)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1734	Indirect
Common Stock	160	Indirect

Footnotes

F1: On May 20, 2016, the reporting person was granted 2,775 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 2017. On May 10, 2017 the performance vesting criteria was determined to have been met such that 2,735 shares of restricted stock became earned and reportable on such date. The remaining shares of restricted stock have been forfeited. The restrictions on the shares will lapse ratably on May 15, 2017 and March 31 of 2018, 2019 and 2020.

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 grant date.

F3: On May 20, 2016, the reporting person was granted an option to purchase up to 8,615 shares of Common 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 2017. On May 10, 2017 the performance vesting criteria was determined to have been met such that 8,492 options became earned and reportable on such date. The remaining options have been forfeited. The earned options become vested and exercisable ratable on May 10, 2017 and March 31 of 2018, 2019 and 2020.