STEPAN CO — Director's Dealing 2017

Feb 14, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2016-12-31

Reporting Person: STEPAN F QUINN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-16	Common Stock	G	14405	—	Disposed	286918	Direct
2016-12-18	Common Stock	G	115857	—	Disposed	170269	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-15	Share Units	$	A	1143.717	Acquired		Common Stock (1143.717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	517520	Indirect

Footnotes

F1: On December 17, 2014, the reporting person's spouse contributed 286,126 shares of common stock of the issuer to a grantor retained annuity trust for the benefit of her children. Under the terms of the trust, 115,857 shares were distributed to the trust beneficiaries and the remaining 170,269 shares were distributed to the reporting person's spouse and continue to be reported in this Form 5 as indirectly owned by the reporting person.

F2: Share Units are acquired under the Management Incentive Plan (As Amended and Restated Effective January 1, 2015) ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

F3: Share Units convert on a one-for-one basis into Common Stock

F4: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F5: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.