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CATERPILLAR INC Director's Dealing 2012

May 2, 2012

29780_dirs_2012-05-02_28dd70f2-c7ca-4aa1-ae51-083c057ad0ca.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: 2012-04-30

Reporting Person: CALHOUN DAVID L (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-30 Phantom Stock Units $ A 121 Acquired Common (121) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 2109 Direct

Footnotes

F1: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

F2: The phantom stock units were accrued under the Caterpillar Inc. director's deferred compensation plan and are to be settled 100% in cash upon the reporting person's retirement.

F3: The units were valued in April 2012 on the basis of the issuer's common stock price, 121 units at a price of $103.33

F4: This number does not include 600 shares previously reported as indirectly held by the reporting person as such shares were inadvertently reported in the original filing.