SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Whited Elizabeth F (Last) (First) (Middle) 1400 DOUGLAS STREET (Street) OMAHA NE 68179 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/01/2016	3. Issuer Name and Ticker or Trading Symbol UNION PACIFIC CORP [ UNP ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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
Common Stock(2)	1,323.5304	I	By Deferral Account

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

Explanation of Responses:

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.

	By: Heather A. Fredrick, Attorney-in-Fact For: Elizabeth F. Whited	12/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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