CATERPILLAR INC — Director's Dealing 2015

Apr 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2015-03-31

Reporting Person: SCHWAB SUSAN C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-31	Phantom Stock Units	$	A	311	Acquired		Common Stock (311)	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.

F4: Includes adjustments for dividends accrued.