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: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-10	Common Stock	A	1758	$0.00	Acquired	34728	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	5459	Acquired	2026-05-20	Common Stock (5459)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1888	Indirect

Footnotes

F1: On May 20, 2016, the reporting person was granted 1,784 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 1,758 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 5,538 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 5,459 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.