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CATERPILLAR INC Director's Dealing 2012

Mar 7, 2012

29780_dirs_2012-03-07_d3f122a2-d16e-4a24-98fd-31190113e478.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-03-05

Reporting Person: Copeland Jananne A. (Controller/Chief Acctg Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-05 Employee Stock Option (right to buy) $110.09 A 5777 Acquired 2022-03-05 Common (5777) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 7822 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (0) 1302 Direct

Footnotes

F1: This amount includes 3596 shares in 401K.

F2: The phantom stock units were acquired under the Caterpillar Inc. deferred employee investment plan and will be settled 100% in cash upon the reporting person's retirement or separation from service.

F3: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.