Statement of Changes in Beneficial Ownership (4)

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 ^* Johnson Denise C	2. Issuer Name and Ticker or Trading Symbol CATERPILLAR INC [ CAT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group President
(Last) (First) (Middle) 510 LAKE COOK ROAD, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 10/25/2019
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2019		M		14777	A	$74.77	26464	D
Common Stock	10/28/2019		S		14777	D	$140	11687	D
Common Stock								4260 ⁽¹⁾	I	Held by 401(k) Plan
Common Stock								936	I	Held by Jerry Johnson 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$74.77	10/28/2019		M			14777	⁽²⁾	3/7/2026	Common Stock	14777.0	$0	0	D
Phantom Stock Units	⁽³⁾	10/25/2019		A		86 ⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	86.0	$139.73	16777 ⁽⁶⁾	D

Explanation of Responses:
(1)	The information in this report is based on a 401(k) plan statement dated as of 09/30/2019.
(2)	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 each of the first, second and third anniversaries of the grant date.
(3)	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.
(4)	This total includes 57 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan (the "Plan") at a price per share of $139.73 and 29 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.
(5)	The phantom stock units are to be settled 100% in cash upon the reporting person's retirement or separation from service.
(6)	Includes dividends accrued. Moreover, 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnson Denise C 510 LAKE COOK ROAD, SUITE 100 DEERFIELD, IL 60015			Group President

Signatures
By: /s/ Barbara Thomas, POA for Denise C. Johnson		10/29/2019
^**Signature of Reporting Person		Date

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