Sec Form 4 Filing - Catlett Janet Anne @ STEPAN CO - 2021-02-17

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) 02/17/2021 (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 02/17/2021 M 448 A 3,142.593 D Common Stock 02/17/2021 A 73.968 A $ 123.65 191.816 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) $ 123.73 02/17/2021 A 1,233 12/31/2021( 2 ) 02/16/2031 Common Stock 1,233 $ 0 1,233 D Stock Appreciation Right $ 123.73 02/17/2021 A 3,700 12/31/2021( 2 ) 02/16/2031 Common Stock 3,700 $ 0 3,700 D Performance Shares ( 3 ) 02/17/2021 A 970 ( 3 ) ( 3 ) Common Stock 970 ( 3 ) 970 D Share Units ( 4 ) 02/17/2021 A 1,228.053 ( 5 ) ( 5 ) Common Stock 1,228.053 $ 123.73 2,588.251 D Performance Shares ( 6 ) 02/17/2021 M 515 ( 6 ) ( 6 ) Common Stock 515 ( 1 ) 0 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 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2020. ( 2 )Vests ratably over three years beginning on date shown. ( 3 )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, 2023. ( 4 )Share Units convert on a one-for-one basis into Common Stock. ( 5 )Share Units are 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. ( 6 )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, 2020.

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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