SEC Form 4 · accession 0000100885-17-000048

UNION PACIFIC CORP · UNP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP & CHIEF FINANCIAL OFFICER

Period of report

Feb 2, 2017

Accepted (ET)

Feb 3, 2017 · 11:57 am 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 Stock^F1	Feb 2, 2017	A	2,890	$0.00	A	153,550	D
Common Stock^F2	Feb 2, 2017	A	28,896	$0.00	A	182,446	D
Common Stock^F3	holding	—	—		—	188,769	I	(1)
Common Stock^F4	holding	—	—		—	484	I	by Managed Account
Common Stock	holding	—	—		—	13,550	I	by Trust
Common Stock	holding	—	—		—	32,723	I	by Trust 2

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	$107.30	Feb 2, 2017	A	68,163	A	Feb 2, 2018	Feb 2, 2027	Common Stock	68,163	68,163	D

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 employee benefit plans, Tax Reduction and Payroll Based Stock Plans, as of Transaction Date.
F5This option becomes exercisable in three equal installments starting one year from the grant date.