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STEPAN CO Director's Dealing 2016

May 2, 2016

32175_dirs_2016-05-02_c80a0f88-4a13-41e1-83d0-37ffe23da3f5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2016-04-28

Reporting Person: STEPAN F QUINN (Director, Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-04-28 Common Stock G 9622 $0.00 Disposed 301701 Direct
2016-04-28 Common Stock J 378 $62.35 Disposed 301323 Direct
2016-04-28 Common Stock S 13400 $62.32 Disposed 517142 Indirect
2016-04-28 Common Stock J 378 $62.35 Acquired 517520 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 0 Indirect
Common Stock 286126 Indirect

Footnotes

F1: Transfer of shares in repayment of loan.

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

F3: This transaction was executed in multiple trades at prices ranging from $61.98 to $62.599. 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.