CATERPILLAR INC — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2014-03-31

Reporting Person: RUST EDWARD B JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Phantom Stock Units	$	A	146	Acquired		Common Stock (146)	Direct

Footnotes

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

F2: Phantom stock units awarded or acquired in lieu of director cash compensation.

F3: The phantom stock units were acquired under the Caterpillar Inc. director's deferred compensation plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.