STEPAN CO — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2017-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	M	3553	$41.16	Acquired	8045.071	Direct
2017-02-28	Common Stock	D	1922	$76.10	Disposed	6123.071	Direct
2017-02-28	Common Stock	F	508	$76.10	Disposed	5615.071	Direct
2017-03-01	Common Stock	S	400	$79.3775	Disposed	5215.071	Direct
2017-03-01	Common Stock	S	100	$79.465	Disposed	5115.071	Direct
2017-03-01	Common Stock	S	417	$79.49	Disposed	4698.071	Direct
2017-03-01	Common Stock	S	100	$79.50	Disposed	4598.071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-28	Stock Appreciation Right	$41.16	M	3553	Disposed	2025-02-16	Common Stock (3553)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3326.516	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.