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: STEWART ROBERT S (EVP-Strategy & Corp. Develop.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-16	Common Stock	F	449	$88.26	Disposed	37102	Direct
2019-05-16	Common Stock	A	4914	$0.00	Acquired	42016	Direct
2019-05-20	Common Stock	F	455	$91.07	Disposed	41561	Direct

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: 449 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 1,140 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 449 shares to reflect this tax withholding.

F3: This restricted stock award will vest as follows: 1,229 shares on 3/31/20; 1,229 shares on 3/31/21; 1,228 shares on 3/31/22; and 1,228 shares on 3/31/23.

F4: 455 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 1,156 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 455 shares to reflect this tax withholding.