UNION PACIFIC CORP — Director's Dealing 2020

Feb 7, 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: FRITZ LANCE M (CHAIRMAN PRESIDENT & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-06	Common Stock	F	32770	$186.11	Disposed	490647.832	Direct
2020-02-06	Common Stock	A	67702	$0.0	Acquired	558349.832	Direct

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	130458	Acquired	2030-02-06	Common Stock (130458)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41964.6694	Indirect
Common Stock	60897	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: 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.

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