Statement of Changes in Beneficial Ownership (4)
May 20 2019 - 5:45PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Kesler Dale Craig
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2. Issuer Name
and
Ticker or Trading Symbol
EAGLE MATERIALS INC
[
EXP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP and CFO
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(Last)
(First)
(Middle)
5960 BERKSHIRE LN, STE 900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2019
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(Street)
DALLAS, TX 75225
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/16/2019
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F
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225
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D
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$88.26
(1)
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59856
(2)
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D
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Common Stock
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5/16/2019
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A
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2730
(3)
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A
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$0.00
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62586
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D
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Common Stock
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5/20/2019
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F
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228
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D
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$91.07
(1)
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62358
(4)
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D
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Common Stock
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1926
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I
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By 401(k)
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Common Stock
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160
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I
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By IRA
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (Right to Buy)
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$91.58
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5/16/2019
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A
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9135
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(5)
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5/16/2029
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Common Stock
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9135
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$0.00
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9135
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kesler Dale Craig
5960 BERKSHIRE LN, STE 900
DALLAS, TX 75225
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EVP and CFO
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Signatures
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/s/ Scott M. Wilson as Attorney-in-Fact for Dale Craig Kesler
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5/20/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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