SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Johnson Denise C

(Last)

(First)

(Middle)

100 N.E. ADAMS STREET

(Street)

PEORIA

61629

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2016

3. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President

5. If Amendment, Date of 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,367	D
Common Stock	1,939	I	Held by 401(k) Plan⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	03/05/2015	03/05/2022	Common Stock	4,330	$110.09	D
Employee Stock Option	03/04/2016	03/04/2023	Common Stock	17,141	$89.75	D
Employee Stock Option	⁽²⁾	03/03/2024	Common Stock	25,152	$96.31	D
Employee Stock Option	⁽³⁾	03/02/2025	Common Stock	47,832	$83	D
Phantom Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	3,292	⁽⁵⁾	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of 12/31/2015.

2. The stock options were granted pursuant to the Caterpillar Inc. 2006 Long-Term Incentive Plan and vest equally in 1/3 increments begining on the first anniversary of the grant date.

3. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan and vest equally in 1/3 increments beginning on the first anniversary of the grant date.

4. The phantom stock units were acquired under the Caterpillar Inc. Supplemental Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

5. Each phatom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

Remarks:

	D.C. Johnson; G. Acker, POA	01/27/2016
	** Signature of Reporting Person	Date
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 5 (b)(v).
** 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.
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