UNION PACIFIC CORP — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2016-02-04

Reporting Person: KNIGHT ROBERT M JR (EVP FINANCE & CFO UPC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	A	7945.0	$0.0	Acquired	155415	Direct
2016-02-04	Common Stock	A	31782.0	$0.0	Acquired	187197	Direct
2016-02-07	Common Stock	F	15709.0	$75.03	Disposed	171488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Non-Qualified Stock Option (right to buy)	$75.03	A	105621.0	Acquired	2026-02-04	Common Stock (105621)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	184187.0472	Indirect
Common Stock	470.7057	Indirect
Common Stock	13550	Indirect
Common Stock	26895	Indirect

Footnotes

F1: Retention 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.

F2: Performance 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.

F3: 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.

F4: Includes holdings in employee benefit plans, Tax Reduction and Payroll Based Stock Plans, as of Transaction Date.

F5: This option becomes exercisable in three equal installments starting one year from the grant date.