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: Behrens Scott R. (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	M	725	—	Acquired	4492.071	Direct
2017-02-23	Common Stock	A	102.495	$78.91	Acquired	3326.516	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	3165	Acquired	2027-02-20	Common Stock (3165)	Direct
2017-02-21	Stock Appreciation Right	$78.58	A	9494	Acquired	2027-02-20	Common Stock (9494)	Direct
2017-02-21	Performance Shares	$	A	2545	Acquired		Common Stock (2545)	Direct
2017-02-21	Performance Shares	$0	M	808	Disposed		Common Stock (808)	Direct

Footnotes

F1: Amount reported reflects vesting of 725 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.