STEPAN CO — Director's Dealing 2017

Jul 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2017-07-03

Reporting Person: STEPAN F QUINN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-03	Common Stock	M	42515.772	—	Acquired	330477.772	Direct
2017-07-03	Common Stock	D	42515.772	$87.83	Disposed	287962	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-03	Share Units	$	M	42515.772	Disposed		Common Stock (42515.772)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102.456	Indirect
Common Stock	170269	Indirect
Common Stock	517520	Indirect

Footnotes

F1: Share Units converted on a one-for-one basis into Common Stock. The Share Units were 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: The Share Units were settled in cash pursuant to the terms of the MIP. Pursuant to the terms of the MIP, amounts deferred are distributed to MIP participants in accordance with the terms of the MIP.

F3: Share Units were acquired under the MIP.

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

F5: Amounts deferred into Share Units are distributed to the participant in ten installments following the end of employment.