SEC Filing | Stepan Company

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SEC FORM 4 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^*

Moriarty Sean Thomas

(Last)

(First)

(Middle)

22 WEST FRONTAGE ROAD

(Street)

NORTHFIELD

(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 & GM Polymers

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,662.731⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Units⁽²⁾	⁽³⁾	12/14/2018		A		17.114		⁽⁴⁾	⁽⁴⁾	Common Stock	17.114	$77.25⁽⁵⁾	5,305.145	D

Explanation of Responses:

1. Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

2. Share Units 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.

3. Share Units convert on a one-for-one basis into Common Stock.

4. Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

5. Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.

	/s/ Stephanie J. Pacitti, attorney-in-fact for Sean T. Moriarty	12/18/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Brian William Bichkoff
and Stephanie Jane Pacitti, signing singly, as the undersigned?s
true and lawful authorized representatives and attorneys-in-fact
to:

(1)	execute for and on behalf of the undersigned, in the
undersigned?s capacity as an executive officer of Stepan Company
(?the Company?), Forms 3, 4 and 5, and any and all amendments
thereto, in accordance with Section 16 of the Securities Exchange
Act of 1934, as amended (the ?1934 Act?), and the rules and
regulations promulgated thereunder;

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such form or schedule and the timely filing of
such form or schedule with the United States Securities and
Exchange Commission and any stock exchange or stock market or
other authority; and

(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorneys-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorneys-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorneys-in-fact may
approve in such attorneys-in-fact?s discretion.

	The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact, or
such attorneys-in-fact?s substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company
assuming any of the undersigned?s responsibilities to comply with
Section 16 or any other provision of the 1934 Act.

	This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned?s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 10th day of December, 2018.


/s/ Sean T. Moriarty
Sean T. Moriarty