Statement of Changes in Beneficial Ownership (4)
February 10 2020 - 1:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rocker Kenyatta G |
2. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP
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UNP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP MARKETING & SALES |
(Last)
(First)
(Middle)
1400 DOUGLAS STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/6/2020 |
(Street)
OMAHA, NE 68179
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/6/2020 | | F | | 1538 | D | $186.11 | 27107 | D | |
Common Stock (1) | 2/6/2020 | | A | | 8060 | A | $0.0 | 35167 | D | |
Common Stock | 2/6/2020 | | A | | 76 | A | $0.0 | 816.55 | I | by Spouse |
Common Stock (2) | | | | | | | | 1774.6149 | I | by Managed Account |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Qualified Stock Option (right to buy) (3) | $186.11 | 2/6/2020 | | A | | 15531 | | 2/6/2021 (3) | 2/6/2030 | Common Stock | 15531 | $0.0 | 15531 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan. |
(3) | This option becomes exercisable in three equal installments starting one year from the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rocker Kenyatta G 1400 DOUGLAS STREET OMAHA, NE 68179 |
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| EVP MARKETING & SALES |
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Signatures
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By: Trevor L. Kingston, Attorney-in-Fact For: Kenyatta G. Rocker | | 2/10/2020 |
**Signature of Reporting Person | Date |
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