Freeland Richard Joseph Form 4 CUMMINS / Richard Joseph Freeland ownership change

SEC Form 4

FORM 4

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

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

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

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. Date of Earliest Transaction (Month/Day/Year)
03/06/2017

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 Following Reported Transaction(s) (Instr. 3 and 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	03/06/2017		A		4,137	A	$0.0000	7,445	D
Common	03/06/2017		F(1)		1,314	D	$152.85	6,131	D
Common	02/24/2017		G	V	1,500	D	$0.0000	15,706	I	By Trust
Common								2,693.04(2)	I	By 401(k) Plan
Common								8,000	I	By GRAT #1

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right-to-Buy)	$19.42							03/02/2011	03/02/2019	Common	3,650		3,650	D
Stock Option (Right-to-Buy)	$58.115							03/01/2012	03/01/2020	Common	10,900		10,900	D
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)	$154.2							07/16/2017	07/16/2024	Common	1,960		1,960	D

Explanation of Responses:

1. Shares withheld to satisfy tax liabilities relating to earned performance shares.

2. 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	03/08/2017
	** 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).
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