III Donald J Umpleby Form 4 CATERPILLAR / III Donald J Umpleby 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^*

Umpleby III Donald J

(Last) (First) (Middle)

510 LAKE COOK ROAD, SUITE 100

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2020

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 Stock	11/03/2020		M		85,606	A	$96.31	135,607	D
Common Stock	11/03/2020		F		65,528	D	$166.36	70,079	D
Common Stock	11/03/2020		M		172,621	A	$83	242,700	D
Common Stock	11/03/2020		F		124,329	D	$166.75	118,371	D
Common Stock	11/03/2020		M		114,049	A	$74.77	232,420	D
Common Stock	11/03/2020		F		78,992	D	$166.84	153,428	D
Common Stock								949	I	Held by 401(k) Plan(1)
Common Stock								6,895	I	Held by Grantor Retained Annuity Trust
Common Stock								27,650	I	Held by Grantor Retained Annuity Trust
Common Stock								22,200	I	Held by Grantor Retained Annuity Trust

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
Employee Stock Options	$96.31	11/03/2020		M			85,606	03/03/2017	03/03/2024	Common Stock	85,606	$0	0	D
Employee Stock Options	$83	11/03/2020		M			172,621	(2)	03/02/2025	Common Stock	172,621	$0	0	D
Employee Stock Option	$74.77	11/03/2020		M			114,049	(3)	03/07/2026	Common Stock	114,049	$0	0	D

Explanation of Responses:

1. The information in this report is based on a 401(k) plan statement dated as of October 31, 2020.

2. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 2, 2015 and vest equally in 1/3 increments on the first, second and third anniversary of the grant date.

3. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2016 and vest equally in 1/3 increments on the first, second and third anniversary of the grant date.

Remarks:

	/s/Barbara Thomas, POA for Donald J. Umpleby III	11/05/2020
	** 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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