SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Creed Joseph E

(Last)

(First)

(Middle)

510 LAKE COOK ROAD

SUITE 100

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,542	D
Common Stock	9,689	I	Held by 401(k) Plan⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options	⁽²⁾	03/05/2028	Common Stock	18,294	151.12	D
Employee Stock Options	⁽³⁾	03/04/2029	Common Stock	15,011	138.35	D
Employee Stock Options	⁽⁴⁾	03/02/2030	Common Stock	23,095	127.6	D
Phantom Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	4,967⁽⁶⁾	⁽⁷⁾	D

Explanation of Responses:

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

2. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 5, 2018 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

3. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 4, 2019 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

4. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 2, 2020 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

5. The phantom stock units were acquired under the Caterpillar Inc. Supplemental Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

6. Each phantom stock unit under the company's non-qualified deferred compensation plans as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.

7. Phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash, and therefore the number of phantom stock units the reporting person is deemed to own may change between any given dates due to differences in the percentages of cash and stock in the unitized fund on those dates.

Remarks:

Mr. Creed previously was subject to Section 16 from May 4, 2018 through August 31, 2018 when he served as Interim CFO.

	/s/ Barbara Thomas, POA for Joseph E. Creed	01/08/2021
	** 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 5 (b)(v).
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