Stepan (SCL) Form 4 STEPAN / Jason Scott Keiper 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^*

Keiper Jason Scott

(Last) (First) (Middle)

1101 SKOKIE BOULEVARD, SUITE 500

(Street)

NORTHBROOK IL 60062

(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)
VP & Chief Tech & Sust Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2023

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	02/14/2023		M		1,917	A	(1)	6,190.6609(2)(3)	D
Common Stock								202.506(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 (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
Performance Shares	(1)	02/14/2023		M			1,173	(1)	(1)	Common Stock	1,173	(1)	0	D
Performance Shares	(4)	02/14/2023		A		1,592		(4)	(4)	Common Stock	1,592	$0	1,592	D
Restricted Stock Units	(5)	02/14/2023		A		796		02/14/2024(6)	02/14/2026	Restricted Stock Units	796	$0	796	D
Stock Appreciation Right	$109.92	02/14/2023		A		2,215		02/14/2024(6)	02/14/2033	Common Stock	2,215	$0	2,215	D

Explanation of Responses:

1. The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2022.

2. Includes exempt acquisitions under Rule 16b-3(c) and Rule 16b-3(d) since the date of the reporting person's last report.

3. Includes exempt acquisitions under Rule 16a-11 pursuant to dividend reinvestments since the date of the reporting person's last report.

4. Each performance share represents a contingent right to receive one share of Stepan Company common stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2025.

5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock.

6. Vests ratably over three years beginning on the date shown.

	/s/ Stephanie J. Pacitti, Attorney-in-Fact for Jason Scott Keiper	02/16/2023
	** 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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