STEPAN CO — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2016-09-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	M	8693	—	Acquired	152044.121	Direct
2017-02-23	Common Stock	J	40837	$78.91	Disposed	401210	Indirect
2017-02-23	Common Stock	A	102.495	$78.91	Acquired	10843.63	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Stock Option (Right to Buy)	$78.58	A	24051	Acquired	2027-02-20	Common Stock (24051)	Direct
2017-02-21	Stock Appreciation Right	$78.58	A	24051	Acquired	2027-02-20	Common Stock (24051)	Direct
2017-02-21	Performance Shares	$	A	9672	Acquired		Common Stock (9672)	Direct
2017-02-21	Performance Shares	$	M	9691	Disposed		Common Stock (9691)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Amount reported reflects vesting of 8,693 performance shares as shown on Table II due to achievement of certain financial targets by December 31, 2016.

F2: Reflects transfer of 40,837 shares of Stepan Company Common Stock 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.

F3: Joint Tenancy with Spouse.

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.

F5: Vests ratably over three years beginning on the date shown.

F6: Each performance share represents a contingent right to receive 1 share of Stepan Company Common Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2019.

F7: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2016.