EAGLE MATERIALS INC — Director's Dealing 2018

Apr 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2017-12-08

Reporting Person: ESSL GERALD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-08	Common Stock	G	1000	$0.00	Disposed	23380	Direct
2017-12-08	Common Stock	G	1000	$0.00	Acquired	4000	Indirect
2018-04-02	Common Stock	F	2687	$103.05	Disposed	20693	Direct

Footnotes

F1: The reported transaction was effected for estate planning purposes.

F2: The reported transaction reflects a gift by the reporting person to the Garett G. Essl Trust, an irrevocable trust for the benefit of the reporting person's son. The reporting person and his wife act as trustees of the trust.

F3: 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.

F4: 2,687 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 930 shares of restricted stock awarded to the reporting person on May 18, 2017 (Form 4 filed on 5/22/2017); (b) 1,563 shares of restricted stock awarded to the reporting person on May 20, 2016 (Form 4 filed on 5/24/2016); (c) 987 shares of restricted stock awarded to the reporting person on June 10, 2015 (Form 4 filed on 5/10/2016); (d) 1,459 shares of restricted stock awarded to the reporting person on 6/03/2014 (Form 4 filed on 5/7/2015) and (e) 1,897 shares of restricted stock awarded to the reporting person on 8/12/2013 (Form 4 filed on 5/08/2014). 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 2,687 shares to reflect this tax withholding.