Eagle Materials Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

26969P108

(CUSIP Number)

Michael D. Adamski Sachem Head Capital Management LP 250 West 55th Street, 34th Floor New York, New York 10019 212-714-3300

(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

July 31, 2020

(Date of Event which Requires Filing of this Statement)

 

 

 

 

 

This amendment No. 3 to Schedule 13D (this “Amendment No. 3”), 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. 3, 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. 3 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:

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 3,055,000 shares of Common Stock (the “Subject Shares”). The Subject Shares collectively represent approximately 7.3% 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) 1,962,166 of the Subject Shares, constituting 4.7% 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) Other than certain rebalancing transactions among the Sachem Head Funds that did not affect the aggregate beneficial ownership of the Reporting Persons, no Reporting Person or Sachem Head Fund has effected any transactions in the Common Stock 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) Not applicable.

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: July 31, 2020

Exhibit Number	Description of Exhibits
Exhibit 99.1	Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
Exhibit 99.2	Trading data.*
Exhibit 99.3	Press Release and Letter to Shareholders, dated May 8, 2019.*
Exhibit 99.4	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. *
Exhibit 99.5	Trading data.*

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