STEPAN CO — Director's Dealing 2018

Feb 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2018-02-01

Reporting Person: STEPAN F QUINN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-18	Common Stock	G	14178	—	Disposed	273784	Direct
2018-02-01	Common Stock	M	43203.157	—	Acquired	316987.157	Direct
2018-02-01	Common Stock	D	42113.005	$78.42	Disposed	274874.152	Direct
2018-02-01	Common Stock	F	457.319	$78.42	Disposed	274416.833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Share Units	$	M	43203.157	Disposed		Common Stock (43203.157)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102.456	Indirect
Common Stock	170269	Indirect
Common Stock	508655	Indirect

Footnotes

F1: Share Units converted on a one-for-one basis into Common Stock. The Share Units were 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.

F2: Reflects Share Units that were settled in cash pursuant to the terms of the MIP. Pursuant to the terms of the MIP, amounts deferred are distributed to MIP participants in accordance with the terms of the MIP.

F3: Reflects shares withheld in connection with settlement of stock-settled share units under the MIP. Pursuant to the terms of the MIP, amounts deferred are distributed to MIP participants in accordance with the terms of the MIP.

F4: Share Units were acquired under the MIP.

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

F6: Amounts deferred into Share Units are distributed to the participant in ten installments following the end of employment.