SEC Form 4 · accession 0001127602-19-008655
STEPAN CO · SCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott R. Behrens
Officer — VP/GM Surfactants
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 3:01 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 | Feb 25, 2019 | M | 1,813 | $63.11 | A | 18,807 | D | |
| Common Stock | Feb 25, 2019 | M | 2,360 | $61.91 | A | 21,167 | D | |
| Common Stock | Feb 25, 2019 | M | 996 | $58.22 | A | 22,163 | D | |
| Common StockF2 | Feb 25, 2019 | D | 5,169 | $94.3817 | D | 17,744 | D | |
| Common Stock | Feb 25, 2019 | M | 2,000 | $41.16 | A | 24,163 | D | |
| Common Stock | Feb 25, 2019 | D | 875 | $94.14 | D | 23,288 | D | |
| Common Stock | Feb 25, 2019 | F | 375 | $94.14 | D | 22,913 | D | |
| Common Stock | holding | — | — | — | 3,592 | 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 Appreciation Right | $63.11 | Feb 25, 2019 | M | 1,813 | D | Feb 19, 2015 | Feb 18, 2023 | Common Stock | 1,813 | 0 | D |
| Stock Appreciation Right | $61.91 | Feb 25, 2019 | M | 2,360 | D | Feb 18, 2016 | Feb 17, 2024 | Common Stock | 2,360 | 0 | D |
| Stock Appreciation Right | $58.22 | Feb 25, 2019 | M | 996 | D | Apr 29, 2016 | Apr 28, 2024 | Common Stock | 996 | 0 | D |
| Stock Appreciation Right | $41.16 | Feb 25, 2019 | M | 2,000 | D | Feb 17, 2017 | Feb 16, 2025 | Common Stock | 2,000 | 0 | D |
Explanation of responses
- F1The stock appreciation rights ("SARs") were settled in cash as per the terms of the award. For reporting purposes, however, the transaction is deemed to be a simultaneous acquisition and disposition of the underlying common stock and is reflected as such in this report.
- F2The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $94.27 to $94.48, 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.
- F3The SARs were settled in shares of common stock as per the terms of the award.
- F4Deemed disposition of underlying common stock to the issuer in an amount equal to the conversion price of the SARs.
- F5Withholding of shares to satisfy tax liability on exercise of SARs.