SEC Form 4 · accession 0000100885-15-000042
UNION PACIFIC CORP · UNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lance M Fritz
Officer — PRESIDENT & CEO
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 3:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000100885
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 5, 2015 | A | 9,769 | $0.00 | A | 209,299 | D | |
| Common StockF2 | Feb 5, 2015 | A | 39,078 | $0.00 | A | 248,377 | D | |
| Common StockF3 | Feb 5, 2015 | J | 28,670 | $0.00 | D | 219,707 | D | |
| Common Stock | Feb 5, 2015 | F | 1,318 | $122.85 | D | 218,389 | D | |
| Common StockF3 | Feb 5, 2015 | J | 28,670 | $122.85 | A | 32,767 | I | By Deferral Account |
| Common Stock | holding | — | — | — | 41,360 | I | by Trust | |
| Common Stock | holding | — | — | — | 60,154 | I | by Trust 2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F4 | $122.85 | Feb 5, 2015 | A | 107,643 | A | Feb 5, 2016 | Feb 5, 2025 | Common Stock | 107,643 | 107,643 | D |
Explanation of responses
- F1Retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a four year vesting period from grant date.
- F2Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.
- F3Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.
- F4This option becomes exercisable in three equal installments starting one year from the grant date.