SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Freeland Richard Joseph

(Last) (First) (Middle)
500 JACKSON STREET

(Street)
COLUMBUS IN 47201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CUMMINS INC [ CMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common 05/08/2018 G(1) 3,307 D $0.0000 0.0000(2) D
Common 08/28/2018 G(3) 1,242 D $0.0000 3,832 I By GRAT #1
Common 08/28/2018 G(3) 3,832 D $0.0000 0.0000 I By GRAT #1
Common 11/14/2018 G(4) 6,947 A $0.0000 6,947 I By GRAT #2
Common 05/08/2018 G(1) 3,307 A $0.0000 20,070 I By Trust
Common 08/28/2018 G(3) 3,832 A $0.0000 23,902 I By Trust
Common 08/30/2018 G(5) 1,428 D $0.0000 22,474 I By Trust
Common 11/14/2018 G(4) 6,947 D $0.0000 15,527 I By Trust
Common 2,867.11(6) I By 401(k) Plan
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right-to-Buy) $109.09 04/04/2019 04/04/2026 Common 48,500 48,500 D
Stock Option (Right-to-Buy) $111.84 04/02/2015 04/02/2023 Common 16,450 16,450 D
Stock Option (Right-to-Buy) $119.77 05/02/2013 05/02/2021 Common 8,150 8,150 D
Stock Option (Right-to-Buy) $120.28 04/02/2014 04/02/2022 Common 11,030 11,030 D
Stock Option (Right-to-Buy) $136.82 04/02/2018 04/02/2025 Common 22,340 22,340 D
Stock Option (Right-to-Buy) $149.34 04/02/2017 04/02/2024 Common 12,290 12,290 D
Stock Option (Right-to-Buy) $149.72 04/03/2020 04/03/2027 Common 31,270 31,270 D
Stock Option (Right-to-Buy) $154.2 07/16/2017 07/16/2024 Common 1,960 1,960 D
Stock Option (Right-to-Buy) $160.1 04/03/2021 04/03/2028 Common 26,070 26,070 D
Explanation of Responses:
1. Gift of shares from the reporting person's directly-held shares to the reporting person's revocable trust.
2. Reflects a negative adjustment of 24 shares since the reporting person's last Form 4 to reflect an increase in the number of shares withheld to satisfy tax liabilities related to earned performance shares. The withholding transaction was exempt under Section 16b-3.
3. Upon termination of the Grantor Retained Annuity Trust #1 by the reporting person, a total of 1,242 shares (621 each) were distributed to the reporting person's children, and the remaining 3,832 shares in the Grantor Retained Annuity Trust #1 were distributed to the reporting person's revocable trust.
4. Gift of shares from the reporting person's recovable trust to the Grantor Retained Annuity Trust #2.
5. Gift to reporting person's donor advised charitable fund.
6. The number of shares is based on the dollar value of the reporting person's interest in the Cummins Stock Fund under the Company's 401(k) plan as most recently provided by the plan. The actual number of shares underlying the interest is not known since the Cummins Stock Fund is a unitized account consisting of approximately 98% common stock and 2% cash or cash equivalents.
/s/ Mark Sifferlen, Attorney-In-Fact 01/18/2019
** 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 4 (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.
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 Number.