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Form 4 EAGLE MATERIALS INC For: Jun 01 Filed by: NICOLAIS MICHAEL R

June 3, 2016 6:15 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
NICOLAIS MICHAEL R
(Last) (First) (Middle)
3811 TURTLE CREEK BLVD., SUITE 250
(Street)
DALLAS TX 75219
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [ EXP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/01/2016   M   1,964 A $ 37.95 14,397 D  
Common Stock 06/01/2016   M   8,149 A $ 27.72 22,546 D  
Common Stock 06/01/2016   F   3,774 (1) D $ 79.59 (2) 18,772 D  
Restricted Common Stock Units               3,813.6858 D  
Common Stock               1,550 I By Profit Sharing Plan of Reporting Person's Employer
Common Stock               3,500 I By Reporting Person's IRA
Common Stock               1,386 I By Wife's IRA
Common Stock               555 I By wife as custodian for daughter (3)
Common Stock               555 I By wife as custodian for son (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Optin (Right to Buy) $ 27.72 06/01/2016   M     8,149   (4) 08/06/2016 Common Stock 8,149 $ 0 0 D  
Non Qualified Stock Optin (Right to Buy) $ 37.95 06/01/2016   M     1,964   (4) 07/27/2016 Common Stock 1,964 $ 0 0 D  
Explanation of Responses:
1. 3,774 shares were withheld by Mr. Nicolais to pay for the exercise prices in connection with the exercise of the Non Qualified Stock Options shown in Table II. As a result of these transactions, Mr. Nicolais acquired an additional 6,339 shares of Common Stock.
2. In accordance with the issuer's Amended and Restated Incentive Plan, this price represents the closing price per share of Common Stock on the exercise date.
3. These shares are held by wife as custodian for the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose.
4. Shares vested immediately on the date the grant was awarded.
/s/ Scott M. Wilson as Attorney-in-Fact for Michael R. Nicolais 06/03/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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