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^*

Wentzel Steven L

(Last)

(First)

(Middle)

5960 BERKSHIRE LN #800

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2020

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	19,750⁽¹⁾	D

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⁾	06/10/2025	Common Stock	4,038	81.56	D
Non-Qualified Stock Option (Right to Buy)	⁽³⁾	05/20/2026	Common Stock	6,672	75.69	D
Non-Qualified Stock Option (Right to Buy)	⁽⁴⁾	05/20/2026	Common Stock	5,641	75.69	D
Non-Qualified Stock Option (Right to Buy)	⁽⁵⁾	05/18/2027	Common Stock	4,726	100.88	D
Non-Qualified Stock Option (Right to Buy)	⁽⁶⁾	05/18/2027	Common Stock	4,094	100.88	D
Non-Qualified Stock Option (Right to Buy)	⁽⁷⁾	05/17/2028	Common Stock	4,352	106.24	D
Non-Qualified Stock Option (Right to Buy)	⁽⁸⁾	05/17/2028	Common Stock	4,042	106.24	D
Non-Qualified Stock Option (Right to Buy)	⁽⁹⁾	05/16/2029	Common Stock	5,306	91.58	D
Non-Qualified Stock Option (Right to Buy)	⁽¹⁰⁾	05/16/2029	Common Stock	5,024	91.58	D

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 stock 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.

Remarks:

	/s/ Scott M. Wilson as Attorney-in-Fact for Steven L. Wentzel	06/11/2020
	** 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.