UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
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Eagle Materials Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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26969P108
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(CUSIP Number)
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Michael D. Adamski
Sachem Head Capital Management LP
250 West 55th Street, 34th Floor
New York, New York 10019
212-714-3300
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copies to:
Richard M. Brand
Joshua A. Apfelroth
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
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October 20, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 2 of 9
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Sachem Head Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,942,834
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,942,834
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,942,834
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.65%
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14
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 3 of 9
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Uncas GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,942,834
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,942,834
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,942,834
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.65%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 4 of 9
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Sachem Head GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,179,873
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,179,873
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,179,873
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.83%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 5 of 9
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Scott D. Ferguson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,942,834
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,942,834
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,942,834
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.65%
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14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 6 of 9
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This amendment No. 5 to Schedule 13D (this “Amendment No. 5”), amends and supplements the Schedule 13D filed on March 28, 2019 (the “Initial 13D” and, as
amended and supplemented through the date of this Amendment No. 5, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Common Stock”), of Eagle Materials Inc., a
Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 5 shall have the meaning ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D
is hereby amended as follows:
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a), (b) Sachem Head, SH Management and Scott D. Ferguson may be deemed to beneficially own 1,942,834 shares of Common Stock (the “Subject Shares”). The Subject Shares collectively
represent approximately 4.65% of the outstanding shares of Common Stock based on 41,756,684 shares of Common Stock outstanding as of July 27, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 31, 2020.
Sachem Head, as the investment adviser to the Sachem Head Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition
of) all of the Subject Shares. As the general partner of Sachem Head, SH Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. As
the general partner of SH and SHM, Sachem Head GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) 1,179,873 of the Subject
Shares, constituting 2.83% of the outstanding shares of Common Stock. By virtue of Scott D. Ferguson’s position as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP, Scott D. Ferguson may be deemed to
have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares.
(c) Except as set forth in Exhibit 99.6 and Exhibit 99.7, which are incorporated herein by reference, there were no transactions in the Common Stock that were effected by the Reporting Persons
for the benefit of the Sachem Head Funds during the past 60 days.
(d) The Sachem Head Funds have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares.
(e) Following the transactions described on Exhibit 99.7 hereto, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Issuer’s Common Stock.
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 7 of 9
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.1
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Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
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Exhibit 99.2
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Trading data.*
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Exhibit 99.3
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Press Release and Letter to Shareholders, dated May 8, 2019.*
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Exhibit 99.4
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Form of Engagement and Indemnification Agreement entered into by and between Sachem Head Capital Management LP on behalf of Sachem Head LP and each Nominee.*
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Exhibit 99.5
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Trading data.*
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Exhibit 99.6
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Trading data.*
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| Exhibit 99.7 | Trading data. |
* Previously filed.
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 8 of 9
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: October 20, 2020
| SACHEM HEAD CAPITAL MANAGEMENT LP | |||
| By: Uncas GP LLC, its General Partner | |||
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By:
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/s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
| UNCAS GP LLC | |||
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By:
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/s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
| SACHEM HEAD GP LLC | |||
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By:
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/s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
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/s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
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CUSIP No. 26969P108
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SCHEDULE 13D
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Page 9 of 9
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INDEX TO EXHIBITS
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Exhibit Number
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Description of Exhibits
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Exhibit 99.1
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Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
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Exhibit 99.2
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Trading data.*
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Exhibit 99.3
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Press Release and Letter to Shareholders, dated May 8, 2019.*
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Exhibit 99.4
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Form of Engagement and Indemnification Agreement entered into by and between Sachem Head Capital Management LP on behalf of Sachem Head LP and each Nominee.*
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Exhibit 99.5
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Trading data.*
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Exhibit 99.6
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Trading data.*
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| Exhibit 99.7 |
Trading data. |
* Previously filed.
Exhibit 99.7
TRADING DATA
Item 5(c) of Amendment No. 5 to the Schedule 13D and Exhibit 99.6 to the Schedule 13D are incorporated herein by reference. Together with Item 5(c) of Amendment No. 5 to the
Schedule 13D and Exhibit 99.6 to the Schedule 13D, the following table sets forth all transactions in the Common Stock of the Issuer effected in the last sixty days by the Sachem Head Funds. All such transactions were purchases or sales of shares of
Common Stock effected in the open market, and the table includes commissions paid in per share prices.
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Name
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Trade Date
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Buy/Sell
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No. of Shares/
Quantity |
Unit Cost/
Proceeds |
Security
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Expiration Date
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Sachem Head LP
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10/05/2020
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Sell
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67,009
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89.42
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Common stock
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N/A
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Sachem Head LP
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10/19/2020
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Sell
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9,536
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92.39
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Common stock
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N/A
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Sachem Head LP
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10/20/2020
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Sell | 57,473 | 91.53 |
Common stock
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N/A
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Sachem Head Master LP
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10/05/2020
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Sell
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54,450
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89.42
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Common stock
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N/A
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Sachem Head Master LP
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10/19/2020
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Sell
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7,749
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92.39
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Common stock
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N/A
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Sachem Head Master LP
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10/20/2020
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Sell | 46,701 | 91.53 |
Common stock
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N/A
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SH Old Quarry Master Ltd.
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10/05/2020
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Sell
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78,541
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89.42
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Common stock
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N/A
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SH Old Quarry Master Ltd.
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10/19/2020
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Sell
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11,177
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92.39
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Common stock
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N/A
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SH Old Quarry Master Ltd.
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10/20/2020
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Sell | 67,364 | 91.53 |
Common stock
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N/A
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