Sec Form 4 Filing - Servatius Gregory @ STEPAN CO - 2017-02-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Servatius Gregory 2. Issuer Name and Ticker or Trading Symbol STEPAN CO [ SCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP of Human Resources (Last) (First) (Middle) 22 W. FRONTAGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2017 (Street) NORTHFIELD, IL60093 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/21/2017 M 1,015 A 19,402.085 D Common Stock 02/23/2017 J 40,837 ( 2 ) D $ 78.91 401,210 I Member Of Plan Committee Of Stepan Company Common Stock 02/23/2017 A 102.495 A $ 78.91 8,940.122 I By Esop II Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 78.58 02/21/2017 A 1,393 02/21/2018( 3 ) 02/20/2027 Common Stock 1,393 $ 0 1,393 D Stock Appreciation Right $ 78.58 02/21/2017 A 4,178 02/21/2018( 3 ) 02/20/2027 Common Stock 4,178 $ 0 4,178 D Performance Shares ( 4 ) 02/21/2017 A 1,120 ( 4 ) ( 4 ) Common Stock 1,120 $ 0 1,120 D Performance Shares ( 5 ) 02/21/2017 M 1,131 ( 5 ) ( 5 ) Common Stock 1,131 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Servatius Gregory 22 W. FRONTAGE ROAD NORTHFIELD, IL60093 VP of Human Resources Signatures /s/ Matthew M. Rice, attorney-in-fact for Gregory Servatius 02/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amount reported reflects vesting of 1,015 performance shares as shown on Table II due to achievement of certain financial targets by December 31, 2016. ( 2 )Reflects transfer of 40,837 shares of Stepan Company Common Stock from the Stepan Company Pension Plan to the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company. The reporting person is a member of the Plan Committee of Stepan Company which has oversight responsibility over investments of funds for employee benefit programs. ( 3 )Vests ratably over three years beginning on the date shown. ( 4 )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. ( 5 )The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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