UNION PACIFIC CORP — Director's Dealing 2021

Nov 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2021-11-26

Reporting Person: Whited Elizabeth F (EVP & CHIEF HR OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-26	Common Stock	M	2500	$124.86	Acquired	36610.8865	Direct
2021-11-26	Common Stock	S	2500	$240.2245	Disposed	34110.8865	Direct
2021-11-26	Common Stock	M	2500	$122.85	Acquired	36610.8865	Direct
2021-11-26	Common Stock	S	2500	$240.2588	Disposed	34110.8865	Direct
2021-11-26	Common Stock	M	2500	$122.85	Acquired	36610.8865	Direct
2021-11-26	Common Stock	S	2500	$240.1391	Disposed	34110.8865	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-26	Non-Qualified Stock Option (right to buy)	$122.85	M	2500	Disposed	2025-02-05	Common Stock (2500)	Direct
2021-11-26	Non-Qualified Stock Option (right to buy)	$122.85	M	2500	Disposed	2025-02-05	Common Stock (2500)	Direct
2021-11-26	Non-Qualified Stock Option (right to buy)	$124.86	M	2500	Disposed	2028-02-08	Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11206.6577	Indirect
Common Stock	35640	Indirect

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 28, 2021.

F2: This transaction was executed in multiple trades at prices ranging from $239.23 to $241.39. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $239.23 to $241.455. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: This transaction was executed in multiple trades at prices ranging from $240.00 to $240.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: 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.

F6: This option became exercisable in three equal installments starting one year from the grant date.