CATERPILLAR INC — Director's Dealing 2012

Jun 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-05-31

Reporting Person: OBERHELMAN DOUGLAS R (Director, CEO & Chairman of the Board)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-31	Phantom Stock Units	$	A	137	Acquired		Common (137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	143594	Direct

Footnotes

F1: This amount includes 29452 shares in 401K and 9256 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.