SEC Form 4 · accession 0001209191-15-040175
EAGLE MATERIALS INC · EXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dale Craig Kesler
Officer — EVP and CFO
Period of report
May 5, 2015
Accepted (ET)
May 7, 2015 · 6:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000918646
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 5, 2015 | A | 4,293 | $0.00 | A | 59,739 | D | |
| Common StockF2,F3 | May 7, 2015 | F | 360 | $84.30 | D | 59,379 | D | |
| Common Stock | holding | — | — | — | 1,537 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 160 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F4 | $87.37 | May 5, 2015 | A | 11,711 | A | — | Jun 3, 2024 | Common Stock | 11,711 | 11,711 | D |
Explanation of responses
- F1On June 3, 2014, the reporting person was granted 4,293 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's average return on equity measured at the end of fiscal 2015. On May 5, 2015, the performance vesting criteria was determined to have been met such that all of the 4,293 shares of restricted stock have been earned. In accordance with the Restricted Stock Agreement, the restriction on one-fifth of the earned shares (859 shares) lapsed on May 7, 2015. The restrictions on the remaining shares will lapse ratably on March 31 of 2016, 2017, 2018 and 2019.
- F2In accordance with the issuer's Amended and Restated Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.
- F3360 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of the restriction on 859 shares of restricted stock awarded to the reporting person on June 3, 2014 (as reported in footnote 1).
- F4On June 3, 2014, the reporting person was granted an option to purchase up to 11,711 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at 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 and reportable on such date. The earned options become vested and exercisable as follows: one-third are exercisable immediately; one-third become exercisable on March 31, 2016; and the remaining one-third become exercisable on March 31, 2017.