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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checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rojo Luis

(Last) (First) (Middle)
1101 SKOKIE BOULEVARD, SUITE 500

(Street)
NORTHBROOK IL 60062

(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)
checkbox checked Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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 8,095.31(1) D
Common Stock 452.048(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Units (2) (3) (3) Common Stock 2,329.19 2,329.19(1) D
Restricted Stock Units (4) 11/08/2024 A 12,609 12/31/2025(5) 12/31/2027 Restricted Stock Units 12,609 $0 12,609 D
Performance Shares (6) 11/08/2024 A 6,304 (7) (7) Common Stock 6,304 $0 6,304 D
Performance Shares (6) 11/08/2024 A 6,304 (7) (7) Common Stock 6,304 $0 6,304 D
Explanation of Responses:
1. Includes exempt acquisitions under Rule 16a-11 pursuant to dividend reinvestments since the date of the reporting person's last report.
2. Share units convert on a one-for-one basis into Common Stock.
3. Share 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.
4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock.
5. Vests ratably over three years beginning on the date shown.
6. Each performance share represents a contingent right to receive one share of Stepan Company common stock.
7. The performance shares vest upon Stepan Company achieving certain performance goals for the performance period ending December 31, 2027.
/s/ Stephanie J. Pacitti, Attorney-in-Fact for Luis Rojo 11/12/2024
** 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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