STEPAN CO — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2020-02-19

Reporting Person: Stefaniak Debra (VP, Business Enablement)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-19	Common Stock	M	899.36	—	Acquired	9063.556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-19	Stock Option (Right to Buy)	$102.30	A	1736	Acquired	2030-02-18	Common Stock (1736)	Direct
2020-02-19	Stock Appreciation Right	$102.30	A	5207	Acquired	2030-02-18	Common Stock (5207)	Direct
2020-02-19	Performance Shares	$	A	1173	Acquired		Common Stock (1173)	Direct
2020-02-19	Performance Shares	$	M	1120	Disposed		Common Stock (1120)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1939.075	Indirect

Footnotes

F1: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2019.

F2: Reflects the disposition of 643.965 shares held in the ESOP II account pursuant to a diversification election made under the Internal Revenue Code and ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F3: Vests ratably over three years beginning on the date shown.

F4: 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, 2022.

F5: 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, 2019.