SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Metcalf Keith W

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

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2016
3. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [ EXP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President (American Gypsum)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 36,855(1) D
Common Stock 3,938 I By 401(k)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) (2) 05/09/2016 Common Stock 2,683 62.83 D
Non-Qualified Stock Option (Right to Buy) (3) 06/27/2021 Common Stock 12,887 27.53 D
Non-Qualified Stock Option (Right to Buy) (4) 06/19/2022 Common Stock 23,057 33.69 D
Non-Qualified Stock Option (Right to Buy) (5) 08/12/2023 Common Stock 5,761 67.21 D
Non-Qualified Stock Option (Right to Buy) (6) 06/03/2024 Common Stock 4,685 87.37 D
Non-Qualified Stock Option (Right to Buy) (7) 06/10/2025 Common Stock 12,116 81.56 D
Non-Qualified Stock Option (Right to Buy) (8) 01/01/2026 Common Stock 15,000 60.43 D
Explanation of Responses:
1. This number includes the following restricted shares: (a) 590 shares remaining from a grant awarded to the reporting person on 6/19/2012, the restrictions on which will lapse on 3/17/2017; (b) 2,678 shares remaining from a grant awarded to the reporting person on 8/12/2013, the restrictions on which will lapse ratably on March 31 of 2017 and 2018; and (c) 3,090 shares remaining from a grant awarded to the reporting person on 6/3/2014, the restrictions on which will lapse ratably on March 31 of 2017, 2018 and 2019.
2. On May 9, 2006, the reporting person was granted an option to purchase up to 3,235 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2007. On April 30, 2007, the performance conditions as of March 31, 2007 were determined to have been satisfied such that stock options vested as to 2,683 shares and currently all of these options are exercisable.
3. On June 27, 2011 the reporting person was granted an option to purchase up to 19,287 shares of Common Stock and currently 12,887 of these options remain exercisable.
4. On June 19, 2012 the reporting person was granted an option to purchase up to 23,057 shares of Common Stock and currently all of these options are exercisable.
5. On August 12, 2013, the reporting person was granted an option to purchase up to 5,761 shares of Common Stock. Currently 3,841 options are exercisable and the remaining 1,920 options become exercisable on August 12, 2016.
6. On June 3, 2014, the reporting person was granted an option to purchase up to 4,685 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured as the end of fiscal 2015. On May 5, 2015, the performance vesting criteria were determined to have been satisfied such that all of such options became earned on such date. Currently 3,124 options are exercisable and the remaining 1,561 options become exercisable on March 31, 2017.
7. On June 10, 2015, the reporting person was granted an option to purchase up to 12,116 shares of Common Stock that will vest as follows: 4,039 shares on June 10, 2016; 4,039 shares on June 10, 2017; and 4,038 shares on June 10, 2018.
8. On January 1, 2016, the reporting person was granted an option to purchase up to 15,000 shares of Common Stock; the options vesting ratably over 5 years beginning on January 1, 2017.
Remarks:
/s/ Scott M. Wilson as Attorney-in-Fact for Keith W. Metcalf 04/08/2016
** 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 5 (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, Scott M. Wilson and Matt Newby, 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"), (a) Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
and (b) Form 144;
	(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, or Form
144, 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 and Form 144 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 6th day of April, 2016.

					    /s/ Keith W. Metcalf
					Keith W. Metcalf



L:\SEC\Power of Attorney\Section 16 POA (2016) - Metcalf.docx