CATERPILLAR INC — Director's Dealing 2016

May 11, 2016

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287

Expires: December 31, 2014

Estimated average burden

hours per response...0.5

☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

1. Name and Address of Reporting Person* Dennis A. Muilenburg 100 N.E. Adams Street Peoria IL 61629	2. Issuer Name and Ticker or Trading Symbol [CAT]					5. Relationship of Reporting Person(s) to Issuer (check all applicable) _X_Director 10% Owner _Officer (give title below) Other (specify below)
			3. Date of Earliest Transaction Required to be Reported (Month/Day/Year) 05/09/2016
			4. If amendment, Date Original Filed (Month/Day/Year)					6. Individual or Joint/Group Filing (Check Applicable Line) _X_Form filed by One Reporting Person _Form filed by More Than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (mm/dd/yy)	2A. Deemed Execution Date, if any (mm/dd/yy)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, & 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3, & 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/09/2016		P		1,128	A	$71.01 (1)	7,628	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

5/9/2016 4:41:56 PM

---

Form 4 (cont.) Name and Address of Reporting Person Dennis A. Muilenburg 100 N.E. Adams Street Peoria IL 61629 Issuer Name and Ticker or Trading Symbol [CAT] Period Of Report 05/09/2016

| Table II -Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (mm/dd/yy)	3A. Deemed Execution Date, if any (mm/dd/yy)	4. Transaction Code (Instr. 8)		5. No. of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, & 5)		6. Date Exercisable and Expiration Date (mm/dd/yy)		7. Title and Amount of Underlying Securities (Instr. 3 & 4)		8. Price of Derivative Security (Instr. 5)	9. No. of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3, & 4)	10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses: (1) - The purchase price reported in Column 4 is a weighted average purchase price. The corresponding shares were purchased in multiple transactions at prices ranging from $71.01 to $71.02, inclusive. The reporting person undertakes to provide to Caterpillar Inc., any security holder of Caterpillar Inc., or the staff of Securities and Exchange Commission, upon request, full information.

By: Dennis A. Muilenburg; G. Acker, POA 3/9/2016 Signature of Reporting Person Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 5/9/2016 4:41:56 PM