STEPAN CO — Director's Dealing 2015

Sep 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2015-09-15

Reporting Person: Behrens Scott R. (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-15	Common Stock	A	14.136	$40.58	Acquired	3716.869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-15	Share Units	$	A	37.701	Acquired		Common Stock (37.701)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3024.221	Indirect

Footnotes

F1: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F2: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F3: Share Units are acquired under the Management Incentive Plan (As Amended and Restated Effective January 1, 2015) ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to
elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

F4: Share Units convert on a one-for-one basis into Common Stock.

F5: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F6: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.