Richard Finn Stepan Form 4 STEPAN / Richard Finn Stepan ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stepan Richard Finn

(Last) (First) (Middle)

22 WEST FRONTAGE ROAD

(Street)

NORTHFIELD IL 60093

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/04/2021		G	V	240	A	$0	210,382	D
Common Stock	01/04/2021		G	V	240	A	$0	22,547	I	By Spouse
Common Stock	01/04/2021		G	V	240	A	$0	22,647	I	By Daughter
Common Stock	01/04/2021		G	V	240	A	$0	22,647	I	By Daughter
Common Stock	01/04/2021		G	V	240	A	$0	22,647	I	By Son
Common Stock	02/17/2021		M		381	A	(1)	210,763	D
Common Stock	02/17/2021		A		55.207	A	$123.65	916.056	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy)	$123.73	02/17/2021		A		1,850		12/31/2021(2)	02/16/2031	Stock Option (Right to Buy)	1,850	$0	1,850	D
Stock Appreciation Right	$123.73	02/17/2021		A		5,549		12/31/2021(2)	02/16/2031	Common Stock	5,549	$0	5,549	D
Performance Shares	(3)	02/17/2021		A		1,455		(3)	(3)	Common Stock	1,455	(3)	1,455	D
Performance Shares	(4)	02/17/2021		M			438	(4)	(4)	Common Stock	438	(1)	0	D

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 the 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. 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.

	/s/ Stephanie Jane Pacitti, attorney-in-fact for Richard F. Stepan	02/19/2021
	** Signature of Reporting Person	Date
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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