SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Metcalf Keith W

(Last)

(First)

(Middle)

3811 TURTLE CREEK BLVD., SUITE 1100

(Street)

DALLAS

75219

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2016

3. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [ EXP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President (American Gypsum)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,855⁽¹⁾	D
Common Stock	3,938	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (Right to Buy)	⁽²⁾	05/09/2016	Common Stock	2,683	$62.83	D
Non-Qualified Stock Option (Right to Buy)	⁽³⁾	06/27/2021	Common Stock	12,887	$27.53	D
Non-Qualified Stock Option (Right to Buy)	⁽⁴⁾	06/19/2022	Common Stock	23,057	$33.69	D
Non-Qualified Stock Option (Right to Buy)	⁽⁵⁾	08/12/2023	Common Stock	5,761	$67.21	D
Non-Qualified Stock Option (Right to Buy)	⁽⁶⁾	06/03/2024	Common Stock	4,685	$87.37	D
Non-Qualified Stock Option (Right to Buy)	⁽⁷⁾	06/10/2025	Common Stock	12,116	$81.56	D
Non-Qualified Stock Option (Right to Buy)	⁽⁸⁾	01/01/2026	Common Stock	15,000	$60.43	D

Explanation of Responses:

1. This number includes the following restricted shares: (a) 590 shares remaining from a grant awarded to the reporting person on 6/19/2012, the restrictions on which will lapse on 3/17/2017; (b) 2,678 shares remaining from a grant awarded to the reporting person on 8/12/2013, the restrictions on which will lapse ratably on March 31 of 2017 and 2018; and (c) 3,090 shares remaining from a grant awarded to the reporting person on 6/3/2014, the restrictions on which will lapse ratably on March 31 of 2017, 2018 and 2019.

2. On May 9, 2006, the reporting person was granted an option to purchase up to 3,235 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2007. On April 30, 2007, the performance conditions as of March 31, 2007 were determined to have been satisfied such that stock options vested as to 2,683 shares and currently all of these options are exercisable.

3. On June 27, 2011 the reporting person was granted an option to purchase up to 19,287 shares of Common Stock and currently 12,887 of these options remain exercisable.

4. On June 19, 2012 the reporting person was granted an option to purchase up to 23,057 shares of Common Stock and currently all of these options are exercisable.

5. On August 12, 2013, the reporting person was granted an option to purchase up to 5,761 shares of Common Stock. Currently 3,841 options are exercisable and the remaining 1,920 options become exercisable on August 12, 2016.

6. On June 3, 2014, the reporting person was granted an option to purchase up to 4,685 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured as the end of fiscal 2015. On May 5, 2015, the performance vesting criteria were determined to have been satisfied such that all of such options became earned on such date. Currently 3,124 options are exercisable and the remaining 1,561 options become exercisable on March 31, 2017.

7. On June 10, 2015, the reporting person was granted an option to purchase up to 12,116 shares of Common Stock that will vest as follows: 4,039 shares on June 10, 2016; 4,039 shares on June 10, 2017; and 4,038 shares on June 10, 2018.

8. On January 1, 2016, the reporting person was granted an option to purchase up to 15,000 shares of Common Stock; the options vesting ratably over 5 years beginning on January 1, 2017.

Remarks:

	/s/ Scott M. Wilson as Attorney-in-Fact for Keith W. Metcalf	04/08/2016
	** 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 5 (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.