STEPAN CO — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2016-02-25

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-25	Common Stock	J	56894	—	Disposed	442047	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	133088.908	Direct
Common Stock	2163	Indirect
Common Stock	103000	Direct
Common Stock	10615.289	Indirect
Common Stock	48000	Indirect
Common Stock	55065	Indirect
Common Stock	40000	Indirect
Common Stock	160000	Indirect

Footnotes

F1: On February 25, 2016, 56,894 shares of Stepan Company Common Stock were transferred from the Stepan Company Pension Plan to the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company. The Reporting Person is a member of the Plan Committee of Stepan Company which has oversight responsibility over investments of funds for employee benefit programs.

F2: Joint Tenancy with Spouse.

F3: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F4: The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.