Union Pacific Railroad Company: SEC Filing :

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SEC FORM 3 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^*

Richardson Craig V

(Last)

(First)

(Middle)

1400 DOUGLAS STREET

(Street)

OMAHA

68179

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2020

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 CLO & Corp Sec

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⁾	7,877	D
Common Stock⁽²⁾	1,490.392	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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)⁽³⁾	02/08/2019⁽³⁾	02/08/2028	Common Stock	2,151	124.86	D
Non-Qualified Stock Option (right to buy)⁽³⁾	02/07/2020⁽³⁾	02/07/2029	Common Stock	2,766	161.57	D
Non-Qualified Stock Option (right to buy)⁽³⁾	02/07/2021⁽³⁾	02/06/2030	Common Stock	3,729	186.11	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: Trevor L. Kingston, Attorney-in-Fact For: Craig V. Richardson	12/15/2020
	** 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.
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 Number.

SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS THAT I, Craig V. Richardson,
Executive Vice President, Chief Legal Officer & Corporate Secretary
of Union Pacific Railroad Company, a Delaware corporation and Union
Pacific Corporation, a Utah corporation (the "Company"), do hereby
appoint John A. Menicucci, Jr., Trevor L. Kingston and Nicole
M. Deardorff, and each of them acting individually, as my true
and lawful attorney-in-fact, each with power to act without the
other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as an
officer of the Company, any and all Forms 3, Forms 4 or Forms 5
under Section 16 of the Securities Exchange Act of 1934 and the
rules and interpretations promulgated thereunder, and any other
documents in support thereof or supplemental or amendatory thereto,
with respect to the ownership by or attributable to me, directly
or indirectly,of equity securities of the Company's parent company,
Union Pacific Corporation, a Utah corporation, or derivative securities
relating thereto, hereby granting to such attorneys and each
of them full power and authority to do and perform each and
every act and thing whatsoever as such attorney or attorneys
may deem necessary or advisable to carry out fully the intent
of the foregoing as I might or could do personally or in my
capacity as an officer, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause
to be done by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of Attorney as of
December 8, 2020.


/s/ Craig V. Richardson
__________________________________
Craig V. Richardson