SEC Form 4 · accession 0000100885-15-000046
UNION PACIFIC CORP · UNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Koraleski
Officer — CHAIRMAN OF THE BOARD · Director
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 4:27 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 | 4,885 | $0.00 | A | 257,441 | D | |
| Common StockF2 | Feb 5, 2015 | A | 19,542 | $0.00 | A | 276,983 | D | |
| Common Stock | Feb 5, 2015 | F | 15,943 | $122.85 | D | 261,040 | D | |
| Common StockF3 | holding | — | — | — | 201,636 | I | (1) | |
| Common Stock | holding | — | — | — | 204,500 | I | By Family LLC | |
| Common Stock | holding | — | — | — | 278,000 | I | By Family LLC 2 | |
| Common StockF4 | holding | — | — | — | 9,496 | I | by Managed Account | |
| Common Stock | holding | — | — | — | 203,113 | I | by Trust | |
| Common Stock | holding | — | — | — | 24,812 | I | by Trust 2 | |
| Common Stock | holding | — | — | — | 24,812 | I | by Trust 3 | |
| Common Stock | holding | — | — | — | 8,407 | I | by Trust 4 |
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)F5 | $122.85 | Feb 5, 2015 | A | 53,823 | A | Feb 5, 2016 | Feb 5, 2025 | Common Stock | 53,823 | 53,823 | 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.
- F4Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan as of Transaction Date.
- F5This option becomes exercisable in three equal installments starting one year from the grant date.