UNION PACIFIC CORP — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2014-01-31

Reporting Person: YOUNG JAMES R (Director, CHAIRMAN OF THE BOARD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	J	22171.8697	—	Disposed	295021.1303	Direct
2014-01-31	Common Stock	F	8487.1303	$174.24	Disposed	286534	Direct
2014-01-31	Common Stock	F	659	$174.24	Disposed	285875	Direct
2014-01-31	Common Stock	J	22171.8697	$174.24	Acquired	347776.3837	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	168421	Indirect
Common Stock	258480	Indirect
Common Stock	270.6277	Indirect
Common Stock	77870	Indirect
Common Stock	42773	Indirect

Footnotes

F1: Represents 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.

F2: Transfer of shares for additional tax withholding purposes.

F3: Includes holdings in employee benefit plans, Tax Reduction and Payroll Based Stock Plans, as of Transaction Date.