Sec Form 3 Filing - Wentzel Steven L @ EAGLE MATERIALS INC - 2020-06-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wentzel Steven L 2. Issuer Name and Ticker or Trading Symbol EAGLE MATERIALS INC [ EXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (American Gypsum) (Last) (First) (Middle) 5960 BERKSHIRE LN #800 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2020 (Street) DALLAS, TX75225 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 19,750 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (Right to Buy) $ 81.56 ( 2 ) 06/10/2025 Common Stock 4,038 D Non-Qualified Stock Option (Right to Buy) $ 75.69 ( 3 ) 05/20/2026 Common Stock 6,672 D Non-Qualified Stock Option (Right to Buy) $ 75.69 ( 4 ) 05/20/2026 Common Stock 5,641 D Non-Qualified Stock Option (Right to Buy) $ 100.88 ( 5 ) 05/18/2027 Common Stock 4,726 D Non-Qualified Stock Option (Right to Buy) $ 100.88 ( 6 ) 05/18/2027 Common Stock 4,094 D Non-Qualified Stock Option (Right to Buy) $ 106.24 ( 7 ) 05/17/2028 Common Stock 4,352 D Non-Qualified Stock Option (Right to Buy) $ 106.24 ( 8 ) 05/17/2028 Common Stock 4,042 D Non-Qualified Stock Option (Right to Buy) $ 91.58 ( 9 ) 05/16/2029 Common Stock 5,306 D Non-Qualified Stock Option (Right to Buy) $ 91.58 ( 10 ) 05/16/2029 Common Stock 5,024 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wentzel Steven L 5960 BERKSHIRE LN #800 DALLAS, TX75225 President (American Gypsum) Signatures /s/ Scott M. Wilson as Attorney-in-Fact for Steven L. Wentzel 06/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This number includes the following restricted shares: (a) 734 shares remaining from a grant awarded to the reporting person on 5/18/2017, the restrictions on which will lapse on 3/31/2021; (b) 1,343 shares remaining from a grant awarded to the reporting person on 5/17/2018, the restrictions on which will lapse ratably on March 31 of 2021 and 2022; (c) 2,315 shares remaining from a grant awarded to the reporting person on 5/16/2019, the restrictions on which will lapse ratably on March 31 of 2021, 2022 and 2023; and (d) 4,983 shares awarded to the reporting person on 5/19/2020, the restrictions on which will lapse ratably on March 31 of 2021, 2022, 2023 and 2024. ( 2 )On June 10, 2015 the reporting person was granted an option to purchase up to 12,116 shares of Common Stock and currently 4,038 of these options remain exercisable. ( 3 )On May 20, 2016, the reporting person was granted an option to purchase up to 6,769 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2017. On May 10, 2017, the performance conditions were determined to have been satisfied such that stock options vested as to 6,672 shares and currently all of these options are exercisable. ( 4 )On May 20, 2016 the reporting person was granted an option to purchase up to 5,641 shares of Common Stock and currently all of these options are exercisable. ( 5 )On May 18, 2017, the reporting person was granted an option to purchase up to 4,912 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2018. On May 7, 2018, the performance conditions were determined to have been satisfied such that stock options vested as to 4,726 shares. Currently 3,545 options are exercisable and the remaining 1,181 options become exercisable on March 31, 2021. ( 6 )On May 18, 2017 the reporting person was granted an option to purchase up to 4,094 shares of Common Stock. Currently 3,071 options are exercisable and the remaining 1,023 options become exercisable on March 31, 2021. ( 7 )On May 17, 2018, the reporting person was granted an option to purchase up to 4,851 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2019. On May 13, 2019, the performance conditions were determined to have been satisfied such that stock options vested as to 4,352 shares. Currently 2,176 options are exercisable and the remaining options vest ratably on March 31 of 2021 and 2022. ( 8 )On May 17, 2018 the reporting person was granted an option to purchase up to 4,042 shares of Common Stock, Currently 2,022 options are exercisable and the remaining options will vest ratably on March 31 of 2021 and 2022. ( 9 )On May 16, 2019, the reporting person was granted an option to purchase up to 6,029 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2020. On May 4, 2020, the performance conditions were determined to have been satisfied such that stoc k options vested as to 5,306 shares. Currently 1,327 options are exercisable and the remaining options vest ratably on March 31 of 2021, 2022 and 2023. ( 10 )On May 16, 2019 the reporting person was granted an option to purchase up to 5,024 shares of Common Stock, Currently 1,256 options are exercisable and the remaining options will vest ratably on March 31 of 2021, 2022 and 2023.

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).

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