STEPAN CO — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2016-04-29

Reporting Person: Mergner Arthur W (VP & General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-29	Common Stock	M	4500	$18.46	Acquired	9500	Direct
2016-04-29	Common Stock	S	4500	$61.181	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-29	Employee Stock Option (Right to Buy)	$18.46	M	4500	Disposed	2017-02-09	Common Stock (4500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5951.065	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $60.89 to $61.495. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

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