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: Kesler Dale Craig (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-16	Common Stock	F	225	$88.26	Disposed	59856	Direct
2019-05-16	Common Stock	A	2730	$0.00	Acquired	62586	Direct
2019-05-20	Common Stock	F	228	$91.07	Disposed	62358	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	9135	Acquired	2029-05-16	Common Stock (9135)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1926	Indirect
Common Stock	160	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: 225 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 571 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 225 shares to reflect this tax withholding.

F3: This restricted stock award will vest as follows: 683 shares on 3/31/20; 683 shares on 3/31/21; 682 shares on 3/31/22; and 682 shares on 3/31/23.

F4: 228 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 578 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 228 shares to reflect this tax withholding.

F5: This option award will vest as follows: 2,284 shares on 3/31/20; 2,284 shares on 3/31/21; 2,284 shares on 3/31/22; and 2,283 shares on 3/31/23.