STEPAN CO — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2018-02-21

Reporting Person: Mergner Arthur W (VP, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-21	Common Stock	M	6869	—	Acquired	9832.939	Direct
2018-02-21	Common Stock	A	109.718	$73.07	Acquired	6276.132	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Stock Option (Right to Buy)	$72.99	A	3447	Acquired	2028-02-20	Common Stock (3447)	Direct
2018-02-21	Stock Appreciation Right	$72.99	A	10340	Acquired	2028-02-20	Common Stock (10340)	Direct
2018-02-21	Performance Shares	$	A	2740	Acquired		Common Stock (2740)	Direct
2018-02-21	Performance Shares	$	M	3887	Disposed		Common Stock (3887)	Direct
2018-02-21	Share Units	$	A	1278.743	Acquired		Common Stock (1278.743)	Direct

Footnotes

F1: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2017.

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 Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2020.

F4: 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, 2017.

F5: Share Units convert on a one-for-one basis into Common Stock.

F6: 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.