STEPAN CO — Director's Dealing 2018

Feb 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2018-02-26

Reporting Person: Hale Jennifer Ansbro (VP, Gen'l Counsel & Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-26	Common Stock	M	6131	$43.85	Acquired	6131	Direct
2018-02-26	Common Stock	D	3457	$77.77	Disposed	2674	Direct
2018-02-26	Common Stock	F	784	$77.77	Disposed	1890	Direct
2018-02-26	Common Stock	M	2044	$43.85	Acquired	3934	Direct
2018-02-26	Common Stock	S	2044	$77.254	Disposed	1890	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-26	Stock Appreciation Right	$43.85	M	6131	Disposed	2026-02-22	Common Stock (6131)	Direct
2018-02-26	Employee Stock Option (Right to Buy)	$43.85	M	2044	Disposed	2026-02-22	Common Stock (2044)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1400	Indirect
Common Stock	213.282	Indirect

Footnotes

F1: The Stock Appreciation Rights ("SARs") were settled in shares of common stock as per the terms of the award.

F2: Deemed disposition of underlying common stock to the issuer in an amount equal to the conversion price of the SARs.

F3: Withholding of shares to satisfy tax liability on exercise of SARs.

F4: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $77.00 to $77.50, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.