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
*
Haack Michael
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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)
President and COO
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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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275
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D
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$88.26
(1)
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25290
(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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7917
(3)
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A
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$0.00
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33207
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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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293
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D
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$91.07
(1)
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32914
(4)
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D
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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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26490
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(5)
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5/16/2029
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Common Stock
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26490
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$0.00
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26490
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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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275 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 697 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 275 shares to reflect this tax withholding.
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(3)
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This restricted stock award will vest as follows: 1,980 shares on 3/31/20; 1,979 shares on 3/31/21; 1,979 shares on 3/31/22; and 1,979 shares on 3/31/23.
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(4)
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293 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 743 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 293 shares to reflect this tax withholding.
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(5)
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This option award will vest as follows: 6,623 shares on 3/31/20; 6,623 shares on 3/31/21; 6,622 shares on 3/31/22; and 6,622 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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Haack Michael
5960 BERKSHIRE LN, STE 900
DALLAS, TX 75225
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President and COO
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Signatures
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/s/ Scott M. Wilson as Attorney-in-Fact for Michael Haack
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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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