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*
NICOLAIS MICHAEL R

(Last) (First) (Middle)
4143 MAPLE AVE. SUITE 350

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Common Stock 08/06/2023 M 2,161 A $67.21 45,190 D
Common Stock 08/06/2023 F 772(1) D $188.07(2) 44,418 D
Common Stock 08/07/2023 A 1,666(3) A $0.00 46,084 D
Restricted Common Stock Units 3,947.0164 D
Common Stock 1,550 I By Profit Sharing Plan of Reporting Person's Employer
Common Stock 3,500 I By Reporting Person's IRA
Common Stock 1,386 I By Wife's IRA
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
Non Qualified Stock Optin (Right to Buy) $67.21 08/06/2023 M 2,161 (4) 08/12/2023 Common Stock 2,161 $0.00 0 D
Non Qualified Stock Optin (Right to Buy) $190.97 08/07/2023 A 1,348 08/01/2024 08/07/2033 Common Stock 1,348 $0.00 1,348 D
Explanation of Responses:
1. 772 shares were withheld by Mr. Nicolais to pay for the exercise price in connection with the exercise of the Non-Qualified Stock Option shown in Table II. As a result of this transaction, Mr. Nicolais acquired an additional 1,389 shares of Common Stock.
2. In accordance with the issuer's 2013 Amended and Restated Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading date.
3. On August 7, 2023, the reporting person was granted 1,666 shares of restricted stock. The restrictions will lapse on August 1, 2024.
4. Shares vested immediately on the date the grant was awarded.
Remarks:
/s/ Scott M. Wilson as Attorney-in-Fact for Michael R. Nicolais 08/08/2023
** 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.
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