Edgar Filing: UNION PACIFIC CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Whited Elizabeth F

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2016

3. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP [UNP]

(Last)

(First)

(Middle)

1400 DOUGLAS STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & CHIEF MARKETING OFFICER

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

OMAHA,Â NEÂ 68179

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	44,529	D	Â
Common Stock ⁽²⁾	1,323.5304	I	By Deferral Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/05/2010⁽³⁾	02/05/2019	Common Stock	1,000	$ 23.64	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/04/2011⁽³⁾	02/04/2020	Common Stock	1,000	$ 30.49	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	01/31/2009⁽³⁾	01/31/2018	Common Stock	3,000	$ 31.19	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/03/2012⁽³⁾	02/03/2021	Common Stock	4,782	$ 46.8	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/02/2013⁽³⁾	02/02/2022	Common Stock	5,886	$ 57.37	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/07/2014⁽³⁾	02/07/2023	Common Stock	9,612	$ 66	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/04/2017⁽³⁾	02/04/2026	Common Stock	20,070	$ 75.52	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/06/2015⁽³⁾	02/06/2024	Common Stock	8,826	$ 87.56	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	02/05/2016⁽³⁾	02/05/2025	Common Stock	9,510	$ 122.85	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Whited Elizabeth F 1400 DOUGLAS STREET OMAHA,Â NEÂ 68179	Â	Â	Â EVP & CHIEF MARKETING OFFICER	Â

Signatures

By: Heather A. Fredrick, Attorney-in-Fact For: Elizabeth F. Whited		12/02/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes unvested restricted stock units and unvested Long Term Plan performance units.
(2)	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.
(3)	This option becomes exercisable in three equal installments starting one year from the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.