STEPAN CO — Director's Dealing 2017

Mar 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2017-03-20

Reporting Person: Behrens Scott R. (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Common Stock	M	2000	—	Acquired	5258.501	Direct
2017-03-20	Common Stock	D	1032	$79.80	Disposed	4226.501	Direct
2017-03-20	Common Stock	F	301	$79.80	Disposed	3925.501	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-20	Stock Appreciation Right	$41.16	M	2000	Disposed	2025-02-16	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3335.349	Indirect

Footnotes

F1: The Stock Appreciation Rights ("SARs") were settled in shares of common stock as per the terms of the award.

F2: Deemed disposition of underlying common stock to the issuer in an amount equal to the conversion price of the SARs.

F3: Withholding of shares to satisfy tax liability on exercise of SARs.