SEC Form 4 · accession 0001127602-17-008085
STEPAN CO · SCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur W Mergner
Officer — VP & General Manager
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 8:55 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 StockF1 | Feb 21, 2017 | M | 1,449 | — | A | 6,449 | D | |
| Common Stock | Feb 23, 2017 | A | 102 | $78.91 | A | 6,103 | I | By Esop II Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $78.58 | Feb 21, 2017 | A | 3,165 | A | Feb 21, 2018 | Feb 20, 2027 | Common Stock | 3,165 | 3,165 | D |
| Stock Appreciation RightF2 | $78.58 | Feb 21, 2017 | A | 9,494 | A | Feb 21, 2018 | Feb 20, 2027 | Common Stock | 9,494 | 9,494 | D |
| Performance SharesF3 | — | Feb 21, 2017 | A | 2,545 | A | — | — | Common Stock | 2,545 | 2,545 | D |
| Performance SharesF4 | $0.00 | Feb 21, 2017 | M | 1,615 | D | — | — | Common Stock | 1,615 | 0 | D |
| Share UnitsF5,F8,F6,F7 | — | Feb 21, 2017 | A | 4,554 | A | — | — | Common Stock | 4,554 | 4,554 | D |
Explanation of responses
- F1Amount reported reflects vesting of 1,449 performance shares as shown on Table II due to achievement of certain financial targets by December 31, 2016.
- F2Vests ratably over three years beginning on the date shown.
- F3Each 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, 2019.
- F4The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2016.
- F5Share 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.
- F6Share Units convert on a one-for-one basis into Common Stock.
- F7Reflects acquisition of Share Units pursuant to reporting persons election under the MIP, generally payable at end of employment, unless otherwise elected.
- F8Price reported is the price of Common Stock on the date of the deferral.