Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Marcato Capital Management LP
   2. Issuer Name and Ticker or Trading Symbol
TEREX CORP [TEX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
FOUR EMBARCADERO CENTER, SUITE 2100		 3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 Stock 03/29/2019   S   1,100,000 D $ 31.54 (1) 4,425,917 I See footnotes (2) (3) (4) (5)
Common Stock 03/29/2019   X   1,100,000 A $ 14 4,425,917 I See footnotes (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Call Options $ 14 03/29/2019   X     1,100,000 06/24/2016 01/17/2020 Common Stock 1,100,000 $ 0 1,529,722 I See footnotes (2) (3) (4)
Put Options $ 14 03/29/2019   E     1,100,000 01/17/2020 01/17/2020 Common Stock 1,100,000 $ 0 1,529,722 I See footnotes (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Marcato Capital Management LP
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA 94111		   X      
Marcato International Master Fund, Ltd.
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA 94111		   X      
McGuire Richard
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA 94111		   X      

Signatures

 MARCATO CAPITAL MANAGEMENT LP, By: Marcato Holdings LLC, its General Parther, By: /s/ Richard McGuire, Managing Member   03/29/2019
**Signature of Reporting Person Date
 MARCATO INTERNATIONAL MASTER FUND, LTD., By: /s/ Richard McGuire, Director   03/29/2019
**Signature of Reporting Person Date
 /s/ Richard McGuire   03/29/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through a broker-dealer at prices ranging from $31.40-$32.17. The Reporting Persons (defined below) undertake to provide Terex Corporation, any security holder of Terex Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form 4
(2) In addition to Marcato Capital Management LP, a Delaware limited partnership ("Marcato"), this Form 4 is being filed jointly by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), and Richard McGuire, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
(3) Marcato, as the investment manager of Marcato International, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Marcato, Marcato Holdings LLC may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Richard McGuire's position as Managing Partner of Marcato and Managing Member of Marcato Holdings LLC, Richard McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
(4) Matthew Hepler, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
(5) Matthew Hepler and Marcato International are parties to an agreement pursuant to which Matthew Hepler has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to all shares of the Issuer paid to Mr. Hepler in connection with his service as a director of the Issuer. As a result, the Reporting Persons are the beneficial owners of such shares.

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