UNION PACIFIC CORP — Director's Dealing 2021

Feb 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2021-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Common Stock	M	5000	$107.3	Acquired	37633	Direct
2021-02-22	Common Stock	S	5000	$210.0	Disposed	32633	Direct
2021-02-22	Common Stock	M	5000	$107.3	Acquired	37633	Direct
2021-02-22	Common Stock	S	5000	$207.8575	Disposed	32633	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Non-Qualified Stock Option (right to buy)	$107.3	M	5000	Disposed	2027-02-02	Common Stock (5000)	Direct
2021-02-22	Non-Qualified Stock Option (right to buy)	$107.3	M	5000	Disposed	2027-02-02	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18247.5424	Indirect
Common Stock	27825	Indirect

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 22, 2021.

F2: This transaction was executed in multiple trades at prices ranging from $206.831 to $208.96. 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: 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: This option became exercisable in three equal installments starting one year from the grant date.