EAGLE MATERIALS INC — Director's Dealing 2019

May 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2019-05-16

Reporting Person: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-16	Common Stock	F	113	$88.26	Disposed	29079	Direct
2019-05-16	Common Stock	A	1229	$0.00	Acquired	30308	Direct
2019-05-20	Common Stock	F	147	$91.07	Disposed	30161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-16	Non-Qualified Stock Option (Right to Buy)	$91.58	A	4111	Acquired	2029-05-16	Common Stock (4111)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1913	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: 113 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 286 shares of restricted stock awarded to the reporting person on May 17, 2018 (Form 4 filed on 5/15/2019). Because the reporting person's restricted stock holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 113 shares to reflect this tax withholding.

F3: This restricted stock award will vest as follows: 308 shares on 3/31/20; 307 shares on 3/31/21; 307 shares on 3/31/22; and 307 shares on 3/31/23.

F4: 147 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 372 shares of restricted stock awarded to the reporting person on May 20, 2016 (Form 4 filed on 5/24/2016). Because the reporting person's restricted stock holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 147 shares to reflect this tax withholding.

F5: This option award will vest as follows: 1,028 shares on 3/31/20; 1,028 shares on 3/31/21; 1,028 shares on 3/31/22; and 1,027 shares on 3/31/23.