CATERPILLAR INC — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-02	Common	M	728	—	Acquired	8051	Direct
2012-03-02	Common	F	229	$112.87	Disposed	7822	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-02	Restricted Stock Units	$	M	728	Disposed	2012-03-02	Common (728)	Direct

Holdings (Derivative)

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

Footnotes

F1: Represents the vesting of restricted stock units granted to the reporting person on March 2, 2009.

F2: Each restricted stock unit represents the equivalent of one share of Caterpillar Inc. common stock. On March 2, 2012, the reporting person's restricted stock units were setted for an equal number of shares of Caterpillar Inc. common stock.

F3: This amount includes 3596 shares in 401K.

F4: Amount reflects shares surrendered to satisfy tax withholding requirements upon the vesting of restricted stock units.

F5: 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.

F6: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.