Sec Form 4 Filing - Moriarty Sean Thomas @ STEPAN CO - 2019-09-13

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 Moriarty Sean Thomas 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 & GM Polymers (Last) (First) (Middle) 22 WEST FRONTAGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2019 (Street) NORTHFIELD 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 09/13/2019 M 629 A $ 61.91 5,077.0797 D Common Stock 09/13/2019 S 629 D $ 99.32 4,448.0797 D Common Stock 09/13/2019 M 1,332 A $ 58.22 5,780.0797 D Common Stock 09/13/2019 S 1,332 D $ 99.287 ( 1 ) 4,448.0797 D Common Stock 09/13/2019 M 1,888 A $ 61.91 6,336.0797 D Common Stock 09/13/2019 D( 2 ) 1,888 D $ 99.33 4,448.0797 D Common Stock 09/13/2019 M 3,997 A $ 58.22 8,445.0797 D Common Stock 09/13/2019 D( 2 ) 3,997 D $ 99.39 4,448.0797 D Common Stock 3,774.47 ( 3 ) 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) $ 61.91 09/13/2019 M 629 02/18/2016 02/17/2024 Common Stock 629 $ 0 0 D Stock Option (Right to Buy) $ 58.22 09/13/2019 M 1,332 04/29/2016 04/28/2024 Common Stock 1,332 $ 0 0 D Stock Appreciation Right $ 61.91 09/13/2019 M 1,888 02/18/2016 02/17/2024 Common Stock 1,888 $ 0 0 D Stock Appreciation Right $ 58.22 09/13/2019 M 3,997 04/29/2016 04/28/2024 Common Stock 3,997 $ 0 0 D Share Units ( 4 ) ( 5 ) 09/13/2019 A 13.485 ( 6 ) ( 6 ) Common Stock 13.485 $ 98.9 ( 7 ) 5,348.022 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moriarty Sean Thomas 22 WEST FRONTAGE ROAD NORTHFIELD VP & GM Polymers Signatures /s/ Stephanie J. Pacitti, attorney-in-fact for Sean T. Moriarty 09/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $99.241 to $99.370, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer. ( 2 )The Stock Appreciation Rights were settled in cash as per the terms of the award. For reporting purposes, however, the transaction is deemed to be a simultaneous acquisition and disposition of the underlying common stock and is reflected as such in this report. ( 3 )Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II transactions. ( 4 )Share Units 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. ( 5 )Share Units convert on a one-for-one basis into Common Stock. ( 6 )Reflects acquisition of Share Units pursuant to a dividend eq uivalent feature of the MIP, generally payable at end of employment, unless otherwise elected. ( 7 )Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.

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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