FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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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
                      
1. Name and Address of Reporting Person * Kesler Dale Craig 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)
EVP and CFO
(Last)         (First)         (Middle)
5960 BERKSHIRE LN, STE 900
3. Date of Earliest Transaction (MM/DD/YYYY)
3/31/2021
(Street)
DALLAS, TX 75225
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  3/31/2021    F    1814  D $134.11 (1) 65327 (2) D   
Common Stock                 2074  I  By 401(k) 
Common Stock                 160  I  By IRA 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  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.
(2)  1,814 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 1,039 shares of restricted stock awarded to the reporting person on 5/19/20 (Form 4 filed 5/21/20); (b) 1,404 shares of restricted stock awarded to the reporting person on 5/16/19 (Form 4s filed 5/20/19 and 5/15/20); (c) 1,099 shares of restricted stock awarded to the reporting person on May 17, 2018 (Form 4s filed 5/21/18 and 5/15/19); and (d) 1,067 shares of restricted stock awarded to the reporting person on May 18, 2017 (Form 4s filed 5/22/17 and 5/9/18). Because the reporting person's restricted 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 1,814 shares to reflect this tax withholding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kesler Dale Craig
5960 BERKSHIRE LN, STE 900
DALLAS, TX 75225


EVP and CFO

Signatures
/s/ Scott M. Wilson as Attorney-in-Fact for Dale Craig Kesler 4/2/2021
**Signature of Reporting Person Date
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