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: MASON SCOTT C (Vice President, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	M	1738	—	Acquired	17640	Direct
2017-02-23	Common Stock	A	102.495	$78.91	Acquired	994.63	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	2848	Acquired	2027-02-20	Common Stock (2848)	Direct
2017-02-21	Stock Appreciation Right	$78.58	A	8544	Acquired	2027-02-20	Common Stock (8544)	Direct
2017-02-21	Performance Shares	$	A	2291	Acquired		Common Stock (2291)	Direct
2017-02-21	Performance Shares	$	M	1938	Disposed		Common Stock (1938)	Direct

Footnotes

F1: Amount reported reflects vesting of 1,738 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.