STEPAN CO — Director's Dealing 2016

Mar 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2016-03-15

Reporting Person: STEPAN F QUINN (Director, Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-15	Share Units	$	A	1497.434	Acquired		Common Stock (1497.434)	Direct

Footnotes

F1: 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.

F2: Share Units convert on a one-for-one basis into Common Stock.

F3: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F4: 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.