Sec Form 4 Filing - Stepan Richard Finn @ STEPAN CO - 2021-05-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Stepan Richard Finn 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) V.P. and Gen'l. Mgr., Polymers (Last) (First) (Middle) 22 WEST FRONTAGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2021 (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 05/04/2021 M( 1 ) 552 A $ 72.99 211,203 D Common Stock 05/04/2021 D( 2 ) 300 D $ 133.06 212,044 D Common Stock 05/04/2021 F( 3 ) 73 D $ 133.06 211,143 D Common Stock 05/04/2021 M( 1 ) 563 A $ 92.29 211,766 D Common Stock 05/04/2021 D( 2 ) 387 D $ 133.06 211,657 D Common Stock 05/04/2021 F( 3 ) 51 D $ 133.06 211,092 D Common Stock 05/04/2021 M( 1 ) 578 A $ 102.3 212,344 D Common Stock 05/04/2021 D( 2 ) 441 D $ 133.06 211,216 D Common Stock 05/04/2021 F( 3 ) 39 D $ 133.06 211,053 D Common Stock 05/05/2021 M 184 A $ 72.99 211,237 D Common Stock 05/05/2021 M 188 A $ 92.29 211,425 D Common Stock 05/05/2021 S 1,043 D $ 135.111 ( 4 ) 210,382 D Common Stock 918.233 ( 5 ) 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 $ 72.99 05/04/2021 M 552 12/31/2020 02/20/2028 Common Stock 552 $ 0 0 D Stock Appreciation Right $ 92.29 05/04/2021 M 563 12/31/2020 02/19/2029 Common Stock 563 $ 0 563 D Stock Appreciation Right $ 102.3 05/04/2021 M 578 12/31/2020 02/18/2030 Common Stock 578 $ 0 1,158 D Stock Option (Right to Buy) $ 72.99 05/05/2021 M 184 12/31/2020 02/20/2028 Common Stock 184 $ 0 0 D Stock Option (Right to Buy) $ 92.29 05/05/2021 M 188 12/31/2020 02/19/2029 Common Stock 188 $ 0 188 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stepan Richard Finn 22 WEST FRONTAGE ROAD NORTHFIELD, IL60093 V.P. and Gen'l. Mgr., Polymers Signatures /s/ Stephanie Jane Pacitti, attorney-in-fact for Richard F. Stepan 05/06/2021 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. ( 4 )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 $135.00 to $135.38, 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. ( 5 )Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II transactions.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.