CAT Caterpillar Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Umpleby III Donald J	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
(Last)          (First)          (Middle) 510 LAKE COOK ROAD, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 11/24/2020
(Street) DEERFIELD, IL 60015 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/24/2020		M		214370	A	$95.66	367798	D
Common Stock	11/24/2020		F		159572	D	$176.80	208226	D
Common Stock								949	I	Held by 401(k) Plan (1)
Common Stock								6895	I	Held by Grantor Retained Annuity Trust
Common Stock								27650	I	Held by Grantor Retained Annuity Trust
Common Stock								22200	I	Held by Grantor Retained Annuity Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Employee Stock Options	$95.66	11/24/2020		M			214370	(2)	3/6/2027	Common Stock	214370.0	$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 6, 2017 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Umpleby III Donald J 510 LAKE COOK ROAD, SUITE 100 DEERFIELD, IL 60015	X		Chairman & CEO

Signatures
/s/Barbara Thomas, POA for Donald J. Umpleby III		11/25/2020
**Signature of Reporting Person		Date