UNION PACIFIC CORP — Director's Dealing 2020

Feb 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2020-02-06

Reporting Person: Rocker Kenyatta G (EVP MARKETING & SALES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-06	Common Stock	F	1538	$186.11	Disposed	27107	Direct
2020-02-06	Common Stock	A	8060	$0.0	Acquired	35167	Direct
2020-02-06	Common Stock	A	76	$0.0	Acquired	816.55	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-06	Non-Qualified Stock Option (right to buy)	$186.11	A	15531	Acquired	2030-02-06	Common Stock (15531)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1774.6149	Indirect

Footnotes

F1: 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.

F2: Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan.

F3: This option becomes exercisable in three equal installments starting one year from the grant date.