| Accession Number: | 0000100885-14-000138 |
| Date: | 2014-08-29 |
| Issuer: | UNION PACIFIC CORP (UNP) |
| Original Submission Date: |
DUREN DIANE K
1400 DOUGLAS STREET
OMAHA, NE 68179
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2014-08-29 | M | 7,626 | a | $66.00 | 139,036 | direct | ||
| COMMON STOCK | 2014-08-29 | S | 7,626 | d | $105.04 | 131,410 | direct | ||
| COMMON STOCK | 2014-08-29 | M | 9,376 | a | $57.37 | 140,786 | direct | ||
| COMMON STOCK | 2014-08-29 | S | 9,376 | d | $105.04 | 131,410 | direct | ||
| COMMON STOCK | 2014-08-29 | M | 14,346 | a | $46.80 | 145,756 | direct | ||
| COMMON STOCK | 2014-08-29 | S | 14,346 | d | $105.04 | 131,410 | direct | ||
| COMMON STOCK | 2014-08-29 | 0 | $0.00 | 9,451 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) | 46.8 | 2014-08-29 | deemed execution date | M | 14,346 (d) | 2012-02-03 | 2021-02-03 | common stock 14,346 | $46.80 | 0 | direct | |
| NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) | 57.37 | 2014-08-29 | deemed execution date | M | 9,376 (d) | 2013-02-02 | 2022-02-02 | common stock 9,376 | $57.37 | 4,688 | direct | |
| NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) | 66.0 | 2014-08-29 | deemed execution date | M | 7,626 (d) | 2014-02-07 | 2013-02-07 | common stock 7,626 | $66.00 | 15,252 | direct |
| ID | footnote |
|---|---|
| f1 | on june 6, 2014, union pacific corporation effected a 2-for-1 stock split in the form of a stock dividend. amounts of securities and the grant price or prices with respect to options, if any, and restricted stock or restricted stock units, if any, reported on this form have been adjusted to reflect the stock split. |
| f2 | this transaction was made pursuant to a rule 10b5-1 trading plan adopted by the reporting person on august 1, 2014. |
| f3 | this transaction was executed in multiple trades at prices ranging from $104.63 to $105.26. 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 | 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. |
| f5 | this option becomes exercisable in three equal installments starting one year from the grant date. |
