EAGLE MATERIALS INC — Director's Dealing 2018

May 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2018-05-07

Reporting Person: Kesler Dale Craig (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-07	Common Stock	A	2290	$0.00	Acquired	57709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-07	Non-Qualified Stock Option (Right to Buy)	$100.88	A	6874	Acquired	2027-05-18	Common Stock (6874)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1815	Indirect
Common Stock	160	Indirect

Footnotes

F1: On May 18, 2017, the reporting person was granted 2,380 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 2018. On May 7, 2018 the performance vesting criteria was determined to have been met such that 2,290 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 10, 2018 and March 31 of 2019, 2020 and 2021.

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 18, 2017, the reporting person was granted an option to purchase up to 7,145 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 2018. On May 7, 2018 the performance vesting criteria was determined to have been met such that 6,874 options became earned and reportable on such date. The remaining options have been forfeited. The earned options become vested and exercisable ratably on May 7, 2018 and March 31 of 2019, 2020 and 2021.