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: 2017-02-21

Reporting Person: Stefaniak Debra (VP, Business Transformation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	M	435	—	Acquired	5932.196	Direct
2017-02-23	Common Stock	A	101.399	$78.91	Acquired	2311.925	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	1393	Acquired	2027-02-20	Common Stock (1393)	Direct
2017-02-21	Stock Appreciation Right	$78.58	A	4178	Acquired	2027-02-20	Common Stock (4178)	Direct
2017-02-21	Performance Shares	$	A	1120	Acquired		Common Stock (1120)	Direct
2017-02-21	Performance Shares	$0	M	485	Disposed		Common Stock (485)	Direct

Footnotes

F1: Amount reported reflects vesting of 435 performance shares as shown on Table II due to achievement of certain financial targets by December 31, 2016.

F2: Vests ratably over three years beginning on the date shown.

F3: 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.

F4: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2016.