Sec Form 4 Filing - STEPAN F QUINN JR @ STEPAN CO - 2016-09-15

Insider filing report for Changes in Beneficial Ownership
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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
STEPAN F QUINN JR
2. Issuer Name and Ticker or Trading Symbol
STEPAN CO [ SCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last) (First) (Middle)
22 W. FRONTAGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2016
(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 8,693 A 152,044.121 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 10,843.63 I By Esop II Trust
Common Stock 104,423 D ( 3 )
Common Stock 160,000 I By Family LLC ( 4 )
Common Stock 48,000 I By Family Trust ( 4 )
Common Stock 54,978 I By Family Trust III
Common Stock 40,000 I By Family Trust IV ( 4 )
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 24,051 02/21/2018( 5 ) 02/20/2027 Common Stock 24,051 $ 0 24,051 D
Stock Appreciation Right $ 78.58 02/21/2017 A 24,051 02/21/2018( 5 ) 02/20/2027 Common Stock 24,051 $ 0 24,051 D
Performance Shares ( 6 ) 02/21/2017 A 9,672 ( 6 ) ( 6 ) Common Stock 9,672 $ 0 9,672 D
Performance Shares ( 7 ) 02/21/2017 M 9,691 ( 7 ) ( 7 ) Common Stock 9,691 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEPAN F QUINN JR
22 W. FRONTAGE ROAD
NORTHFIELD, IL60093
X Chairman, President & CEO
Signatures
/s/ Matthew M. Rice, attorney-in-fact for F. Quinn Stepan, Jr. 02/23/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Amount reported reflects vesting of 8,693 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 )Joint Tenancy with Spouse.
( 4 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
( 5 )Vests ratably over three years beginning on the date shown.
( 6 )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.
( 7 )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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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