SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KORALESKI JOHN J
(Last) (First) (Middle)
1400 DOUGLAS STREET
(Street)
OMAHA NE 68179
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP [ UNP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP MKTG & SALES
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/14/2011 M 67,146 A $48.49 158,976 D
Common Stock 01/14/2011 F 32,881 D $99.02 126,095 D
Common Stock 01/14/2011 F 13,942 D $99.02 112,153 D
Common Stock 01/14/2011 M 29,411 A $47.28 141,564 D
Common Stock 01/14/2011 F 14,043 D $99.02 127,521 D
Common Stock 01/14/2011 F 6,670 D $99.02 120,851 D
Common Stock(1) 01/14/2011 F 993 D $99.02 119,858 D
Common Stock(2) 12/27/2010 G(3) V 2 A $0 2 I by Daughter
Common Stock(2) 12/31/2010 G(3) V 274 A $0 276 I by Daughter
Common Stock 12/31/2010 G(4) V 1,576 D $0 137 I by GRAT III
Common Stock 12/31/2010 G(3) V 137 D $0 0 I by GRAT III
Common Stock 12/31/2010 G(4) V 1,576 D $0 137 I by GRAT IV
Common Stock 12/31/2010 G(3) V 137 D $0 0 I by GRAT IV
Common Stock 12/27/2010 G(4) V 8 D $0 286,542 I by Trust
Common Stock 12/27/2010 G(3) V 2 D $0 286,540 I by Trust
Common Stock(5) 58,905.7493 I (1)
Common Stock 13,300 I by GRAT I
Common Stock 13,300 I by GRAT II
Common Stock(6) 4,434.4498 I by Managed Account
Common Stock(7) 8,008 I by Partnership
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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)(8) $47.28 01/14/2011 M 29,411 02/05/2010(8) 02/05/2019 Common Stock 29,411 $0 58,822 D
Non-Qualified Stock Option (right to buy)(8) $48.49 01/14/2011 M 67,146 01/30/2008(8) 01/30/2017 Common Stock 67,146 $0 0 D
Explanation of Responses:
1. Transfer of shares for additional tax withholding purposes.
2. The reporting person disclaims beneficial ownership of these securities.
3. Gift to minor child living in the reporting person's household.
4. Gift to adult children not living in household.
5. 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.
6. Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan as of Transaction Date.
7. Represents shares held in the Koraleski Family Limited Partnership (FLP), of which the reporting person and his wife are the sole general partners and the reporting person, his wife, and his children are the sole limited partners. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
8. This option became exercisable in three equal installments starting one year from the grant date.
By: Trevor L. Kingston, Attorney-in-Fact For: John J. Koraleski 01/18/2011
** 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 4 (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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