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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2021

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	07/06/2021		A		42,281	A	$0	174,259(1)(2)	D
Common Stock	02/08/2022		F		17,984(3)	D	$200.77	156,275	D
Common Stock	12/01/2021		G		1,520(4)	D	$0	0	I	Held by Grantor Retained Annuity
Common Stock								21,760	I	Held by Grantor Retained Annuity
Common Stock								15,789	I	Held by Grantor Retained Annuity
Common Stock								59,000	I	Held by irrevocable trust for descendants
Common Stock								33,000	I	Held by Grantor Retained Annuity
Common Stock								24,000	I	Held by Grantor Retained Annuity
Common Stock								1,520	I	Held by Children's Irrevocable Trust
Common Stock								971	I	Held by 401(k) Plan(5)

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

Explanation of Responses:

1. Represents 33,000 shares transferred on July 6, 2021 and 24,000 shares transferred on August 3, 2021 to Grantor Retained Annuity Trusts.

2. Represents 6,411 shares received on August 10, 2021 and 2,875 shares received on December 1, 2021 from Grantor Retained Annuity Trusts.

3. Represents shares withheld from the reporting person to satisfy tax obligations arising from the vesting of performance - based restricted stock units granted on March 4, 2019.

4. Gift of shares to an irrevocable trust of which a member of the reporting person's immediate family serves as trustee end of which the reporting person's decendants are beneficiaries.

5. The information in this report is based on a 401(k) plan statement dated as of January 31, 2022.

	/s/ Barbara Thomas, POA for Donald J. Umpleby III	02/10/2022
	** 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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