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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Behrens Scott R. (Last) (First) (Middle) 22 W. FRONTAGE ROAD (Street) NORTHFIELD IL 60093 (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 Surfactants
	3. Date of Earliest Transaction (Month/Day/Year) 07/29/2019
	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	07/29/2019		M		1,298	A	$42.765	12,354.913	D
Common Stock	07/29/2019		M(1)		2,000	A	$43.85	14,354.913	D
Common Stock	07/29/2019		M(1)		6,262	A	$43.85	20,616.913	D
Common Stock	07/29/2019		D(2)		886	D	$99	19,730.913	D
Common Stock	07/29/2019		F(3)		494	D	$99	19,236.913	D
Common Stock	07/29/2019		D(2)		2,776	D	$98.925	16,460.913	D
Common Stock	07/29/2019		F(3)		1,545	D	$98.925	14,915.913	D
Common Stock	07/29/2019		M		3,851	A	$41.16	18,766.913	D
Common Stock	07/29/2019		S(4)		2,701	D	$98.292	16,065.913	D
Common Stock	07/29/2019		S(5)		4,389	D	$98.95	11,676.913	D
Common Stock	07/30/2019		S(6)		620	D	$97.469	11,056.913	D
Common Stock								3,611.949	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$42.765	07/29/2019		M			1,298	02/14/2014	02/13/2022	Common Stock	1,298	$0	0	D
Stock Appreciation Right	$43.85	07/29/2019		M			2,000	02/23/2018	02/22/2026	Common Stock	2,000	$0	6,262	D
Stock Appreciation Right	$43.85	07/29/2019		M			6,262	02/23/2018	02/22/2026	Common Stock	6,262	$0	0	D
Employee Stock Option (Right to Buy)	$41.16	07/29/2019		M			3,851	02/17/2017	02/16/2025	Common Stock	3,851	$0	0	D

Explanation of Responses:

1. The Stock Appreciation Rights ("SARs") were settled in shares of common stock as per the terms of the award.

2. Deemed disposition of underlying common stock to the issuer in an amount equal to the conversion price of the SARs.

3. Withholding of shares to satisfy tax liability on exercise of SARs.

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 $97.700 to $98.700, 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. 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 $98.705 to $99.210, 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.

6. 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 $97.430 to $97.540, 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.

	/s/ Stephanie J. Pacitti, Attorney-in-fact for Scott R. Behrens	07/31/2019
	** 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).
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