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CATERPILLAR INC Director's Dealing 2012

Feb 23, 2012

29780_dirs_2012-02-23_53b30849-4d5f-4481-8aff-e87a1ddaa41e.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: 2012-02-21

Reporting Person: BUDA JAMES B (Sr. VP & Chief Legal Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-21 Common M 54000 $27.1425 Acquired 97714 Direct
2012-02-21 Common S 54000 $115.00 Disposed 43714 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-21 Employee Stock Option $27.1425 M 54000 Disposed 2013-06-10 Common (54000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (0) 16761 Direct

Footnotes

F1: This amount includes 3312 shares in dividend reinvestment.

F2: Includes 9580 shares previously owned indirectly through Caterpillar's 401k plan.

F3: Exercisable in thirds beginning 1 year after the initial grant date. (1/3 after one year; 1/3 after two years; 1/3 after three years).

F4: Security converts to common stock on a one-for-one basis.

F5: The phantom stock units were acquired under the Caterpillar Inc. deferred employee investment plan and will be settled upon the reporting person's retirement or separation from service.