SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ZUNKER ARTHUR R JR

(Last) (First) (Middle)
3811 TURTLE CREEK BLVD., #1100

(Street)
DALLAS TX 75219

(City) (State) (Zip)
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)
SVP, Treasurer & CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Restricted Common Stock Units(1) 04/18/2008 A 1.2126 A $0(1) 230.597 D
Common Stock 07/21/2005 P 6.177 A $32.88 8,350.177(2) D
Common Stock 11/03/2005 P 5.232 A $38.9373 8,355.409(2) D
Common Stock 01/26/2006 P 4.083 A $50.022 8,359.492(2) D
Common Stock 04/21/2006 P 4.705 A $72.5186 8,364.197(2) D
Common Stock 07/20/2006 P 21.658 A $41.0001 8,385.855(2) D
Common Stock 11/02/2006 P 22.8666 A $38.9998 8,408.7216(2) D
Common Stock 01/26/2007 P 18.662 A $48.0002 8,427.3836(2) D
Common Stock 04/20/2007 P 19.956 A $45.0511 8,447.3396(2) D
Common Stock 07/20/2007 P 34.173 A $48.1102 8,481.5126(2) D
Common Stock 11/05/2007 P 43.825 A $37.6703 8,525.3376(2) D
Common Stock 01/22/2008 P 58.439 A $28.4 8,583.7766(2) D
Common Stock 9,951.7766(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. The grant reported above represents Restricted Common Stock Units ("RSUs") accrued in connection with a dividend declared by Issuer on its Common Stock and as a result of certain dividend equivalent rights associated with the reporting person's existing RSUs.
2. The reporting person acquired shares of Common Stock pursuant to a broker - administered dividend reinvestment program. The column 5 amounts add such dividend reinvestment shares to the direct holdings disclosed in the reporting person's Form 4 filed on January 23, 2008.
3. Includes 1,368 shares of Common Stock issued to the reporting person on March 31, 2008 in connection with vested RSU grants previously disclosed by the reporting person.
/s/ Scott M. Wilson as Attorney-in-Fact for Arthur R. Zunker, Jr. 04/22/2008
** 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 4 (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.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
        Know all by these presents, that the undersigned hereby constitutes and
appoints each of James H. Graass, David A. Greenblatt and Scott M. Wilson, or
any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:
         (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Eagle Materials Inc., a Delaware
corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;
         (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and
         (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
         This Limited Power of Attorney supersedes any Section 16 power of
attorney previously granted by the undersigned with respect to the undersigned's
holdings of and transactions in securities issued by the Company and shall
remain in full force and effect until the undersigned is no longer required to
file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
         IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 29th day of January, 2008.

                                                        /s/ Arthur R. Zunker