STEPAN CO — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2019-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	M	6744	—	Acquired	15153.661	Direct
2019-02-20	Common Stock	A	81.636	$92.29	Acquired	6429.332	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-20	Stock Option (Right to Buy)	$92.29	A	3375	Acquired	2029-02-19	Common Stock (3375)	Direct
2019-02-20	Stock Appreciation Right	$92.29	A	10124	Acquired	2029-02-19	Common Stock (10124)	Direct
2019-02-20	Performance Shares	$	A	2601	Acquired		Common Stock (2601)	Direct
2019-02-20	Performance Shares	$	M	3649	Disposed		Common Stock (3649)	Direct
2019-02-20	Share Units	$	A	2263.195	Acquired		Common Stock (2263.195)	Direct

Footnotes

F1: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2018.

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, 2021.

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, 2018.

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.