CATERPILLAR INC — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-10-31

Reporting Person: LAVIN RICHARD P (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common	M	65750	$22.17	Acquired	139008	Direct
2012-11-01	Common	D	20241	$86.15	Disposed	118767	Direct
2012-11-01	Common	S	28590	$86.37	Disposed	90177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Phantom Stock Units	$	A	249	Acquired		Common (249)	Direct
2012-11-01	Employee Stock Option	$22.17	M	65750	Acquired	2019-03-02	Common (65750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	405	Indirect

Footnotes

F1: This amount includes 284 shares in 401K and 386 shares in dividend reinvestment.

F2: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

F3: 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.

F4: Right to buy with tandem tax withholding rights.

F5: The stock appreciation rights were fully vested on March 2, 2012.