Stepan (SCL) Form 4 STEPAN / F QUINN STEPAN JR 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 F QUINN JR

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2023

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								91(1)	I	By Esop II Trust
Common Stock								17,464(2)	I	By Family Trust III
Common Stock	07/31/2023		M		1,285	A	$61.91	249,516.592	D
Common Stock	07/31/2023		M		6,383	A	$41.16	255,899.592	D
Common Stock	07/31/2023		S		5,168	D	$94.4657(3)	250,731.592	D
Common Stock	07/31/2023		S		2,500	D	$95.341(4)	248,231.592	D
Common Stock	08/01/2023		M		2,500	A	$41.16	250,731.592	D
Common Stock	08/01/2023		S		2,500	D	$95.23	248,231.592(1)	D

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)	$61.91	07/31/2023		M			1,285	02/18/2016	02/17/2024	Common Stock	1,285	$0	0	D
Employee Stock Option (Right to Buy)	$41.16	07/31/2023		M			6,383	02/17/2017	02/16/2025	Common Stock	6,383	$0	22,500	D
Employee Stock Option (Right to Buy)	$41.16	08/01/2023		M			2,500	02/17/2017	02/16/2025	Common Stock	2,500	$0	20,000	D
Share Units(5)	(6)							(7)	(7)	Common Stock	91,284.426		91,284.426(1)	D

Explanation of Responses:

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

2. Reflects the transfer of 2,532 shares of Stepan common stock from Family Trust III (of which the reporting person is trustee) to a different family trust. The reporting person is neither the trustee nor a beneficiary of the family trust to which the shares were transferred.

3. 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 $94.05 to $94.685, 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.

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 $95.17 to $95.51, 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. 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. Share Units convert on a one-for-one basis into Common Stock.

7. Share Units are generally payable at end of employment, unless otherwise elected.

	/s/ Stephanie J. Pacitti, Attorney-in-Fact for F. Quinn Stepan, Jr.	08/02/2023
	** 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).
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