CATERPILLAR INC — Director's Dealing 2019

May 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2019-05-24

Reporting Person: Long Suzette M (General Counsel/Corporate Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-28	Common Stock	M	2219	$83	Acquired	18128	Direct
2019-05-28	Common Stock	M	5922	$74.77	Acquired	24050	Direct
2019-05-28	Common Stock	F	6462	$122.25	Disposed	17588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-24	Phantom Stock Units	$	A	34	Acquired		Common Stock (34.0)	Direct
2019-05-28	Employee Stock Option	$83.0	M	2219	Disposed	2025-03-02	Common Stock (2219.0)	Direct
2019-05-28	Employee Stock Option	$74.77	M	5922	Disposed	2026-03-07	Common Stock (5922.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	540	Indirect

Footnotes

F1: The information in this report is based on a 401(k) report dated as of 04/30/2019.

F2: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

F3: This total includes 31 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan (the "Plan") at a price per share of $122.90 and 3 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.

F4: The phantom stock units were acquired under the Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

F5: The stock options vested equally in 1/3 increments beginning on the first anniversary of the grant date.