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)
5/6/2021
(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  5/6/2021    A    4983  A $0.00 (1) 70310  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
Non-Qualified Stock Option (Right to Buy)  $60.21 (2) 5/6/2021    A     13586       (3) 5/19/2030  Common Stock  13586  $0.00  13586  D   

Explanation of Responses:
(1)  On May 19, 2020, the reporting person was granted 4,983 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's average return on equity measured at the end of fiscal 2021. On May 6, 2021 the performance vesting criteria was determined to have been met such that 4,983 shares of restricted stock became earned and reportable on such date. The restrictions on the earned shares will lapse ratably on May 17, 2021 and March 31 of 2022, 2023 and 2024.
(2)  In accordance with the issuer's Amended and Restated Incentive Plan, this price represents the closing price per share of Common Stock on the grant date.
(3)  On May 19, 2020, the reporting person was granted an option to purchase up to 13,586 shares of Common Stock, subject to the achievement by the company of performance vesting criteria based on the Company's average return on equity measured at the end of fiscal 2021. On May 6, 2021 the performance vesting criteria was determined to have been met such that 13,586 options became earned and reportable on such date. The earned options become vested and exercisable ratably on May 6, 2021 and March 31 of 2022, 2023 and 2024.

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 5/10/2021
**Signature of Reporting Person Date