STEPAN CO — Director's Dealing 2017

May 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2017-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Stock	M	904	$25.605	Acquired	142474.957	Direct
2017-05-04	Common Stock	S	904	$85.408	Disposed	141570.957	Direct
2017-05-05	Common Stock	M	4096	$25.605	Acquired	145666.957	Direct
2017-05-05	Common Stock	S	4096	$85.164	Disposed	141570.957	Direct
2017-05-08	Common Stock	M	4619	$25.605	Acquired	146189.957	Direct
2017-05-08	Common Stock	S	4619	$85.439	Disposed	141570.957	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	Employee Stock Option (Right to Buy)	$25.605	M	904	Disposed	2018-02-08	Common Stock (904)	Direct
2017-05-05	Employee Stock Option (Right to Buy)	$25.605	M	4096	Disposed	2018-02-08	Common Stock (4096)	Direct
2017-05-08	Employee Stock Option (Right to Buy)	$25.605	M	4619	Disposed	2018-02-08	Common Stock (4619)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	104423	Direct
Common Stock	10872.422	Indirect
Common Stock	160000	Indirect
Common Stock	48000	Indirect
Common Stock	54978	Indirect
Common Stock	40000	Indirect
Common Stock	768	Indirect

Footnotes

F1: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $85.15 to $85.66, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

F2: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $85.15 to $85.195, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

F3: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $85.15 to $85.62, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

F4: Joint Tenancy with Spouse.

F5: 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 purpose of Section 16 or for any other purpose.