SEC Form 5 · accession 0001127602-17-006013

STEPAN CO · SCL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Dec 31, 2016

Accepted (ET)

Feb 14, 2017 · 4:34 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000094049

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Nov 16, 2016	G	14,405	$0.00	D	286,918	D
Common Stock^F1	Dec 18, 2016	G	115,857	$0.00	D	170,269	I	By Spouse
Common Stock	holding	—	—		—	517,520	I	Stepan Venture II Partnership

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Share Units^F2,F5,F3,F4	—	Sep 15, 2016	A	1,144	A	—	—	Common Stock	1,144	425,464	D

F1On December 17, 2014, the reporting person's spouse contributed 286,126 shares of common stock of the issuer to a grantor retained annuity trust for the benefit of her children. Under the terms of the trust, 115,857 shares were distributed to the trust beneficiaries and the remaining 170,269 shares were distributed to the reporting person's spouse and continue to be reported in this Form 5 as indirectly owned by the reporting person.
F2Share 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.
F3Share Units convert on a one-for-one basis into Common Stock
F4Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.
F5Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.

Exhibit 24 - Power of Attorney