Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549








FORM 8-K








CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





Date of Report (Date of earliest event reported): February 22 , 20 18 ( February 21 , 201 8 )








UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)









Utah	1-6075	13-2626465
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)




1400 Douglas Street, Omaha, Nebraska	68179
(Address of principal executive offices)	(Zip Code)



Registrant's telephone number, including area code: [phone]



N/A

(Former name or former address, if changed since last report)








Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):




☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act   (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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Item 7.01 Regulation FD Disclosure .  



Effective as of February 21, 2018, Robert M. Knight, Jr., Executive Vice President and Chief Financial Officer of Union Pacific Corporation (the Company), established a prearranged trading plan in accordance with the Company’s guidelines and policies regarding the safe harbor provisions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Mr. Knight's trading plan is part of an individual long-term asset diversification, tax and financial planning strategy. Subject to certain conditions, the plan contemplates the sale of up to 38,254 shares of Company common stock, which represents approximately 9% of the shares beneficially owned by Mr. Knight as of the date of this report. Following consummation of the sales under the plan, Mr. Knight would continue to own shares in excess of the amounts required under the stock ownership guidelines for executives established by the Company. Any transactions made under the trading plan will be disclosed by Mr. Knight on Form 4 filings with the Securities and Exchange Commission.



 

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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: February 22 , 201 8




	UNION PACIFIC CORPORATION


	By:	/s/ James J. Theisen, Jr .
		James J. Theisen , Jr.
		Associate General Counsel , Chief Compliance Officer, and Assistant Secretary







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