Sec Form 4 Filing - Catlett Janet Anne @ STEPAN CO - 2020-12-09

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
Catlett Janet Anne
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, CHRO
(Last) (First) (Middle)
22 WEST FRONTAGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2020
(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 12/09/2020 M( 1 ) 1,256 A $ 81.63 2,274.783 D
Common Stock 12/09/2020 D( 2 ) 867 D $ 118.25 1,825.783 D
Common Stock 12/09/2020 F( 3 ) 165 D $ 118.25 1,660.783 D
Common Stock 12/09/2020 M 418 A $ 81.63 2,692.783 D
Common Stock 12/09/2020 S 418 D $ 118.247 1,242.783 D
Common Stock 12/09/2020 S 224 D $ 118.264 1,018.783 D
Common Stock 117.545 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 Appreciation Right $ 81.63 12/09/2020 M 1,256 07/23/2019 07/22/2028 Common Stock 1,256 $ 0 630 D
Stock Option (Right to Buy) $ 81.63 12/09/2020 M 418 07/23/2019 07/22/2028 Common Stock 418 $ 0 211 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Catlett Janet Anne
22 WEST FRONTAGE ROAD
NORTHFIELD, IL60093
VP, CHRO
Signatures
/s/ Stephanie J. Pacitti, Attorney-in-Fact for Janet A. Catlett 12/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Stock Appreciation Rights ("SARS") were settled in shares of common stock as per the terms of the award.
( 2 )Deemed disposition of underlying common stock to the issuer in an amount equal to the conversion price of the SARs.
( 3 )Withholding of shares to satisfy tax liability on exercise of SARs.

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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