Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEPAN F QUINN JR
  2. Issuer Name and Ticker or Trading Symbol
STEPAN CO [SCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last)
(First)
(Middle)
22 W. FRONTAGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2016
(Street)

NORTHFIELD, IL 60093
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/21/2017   M   8,693 A (1) 152,044.121 D  
Common Stock 02/23/2017   J   40,837 (2) D $ 78.91 401,210 I Member Of Plan Committee Of Stepan Company
Common Stock 02/23/2017   A   102.495 A $ 78.91 10,843.63 I By Esop II Trust
Common Stock               104,423 D (3)  
Common Stock               160,000 I By Family LLC (4)
Common Stock               48,000 I By Family Trust (4)
Common Stock               54,978 I By Family Trust III
Common Stock               40,000 I By Family Trust IV (4)

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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 78.58 02/21/2017   A   24,051   02/21/2018(5) 02/20/2027 Common Stock 24,051 $ 0 24,051 D  
Stock Appreciation Right $ 78.58 02/21/2017   A   24,051   02/21/2018(5) 02/20/2027 Common Stock 24,051 $ 0 24,051 D  
Performance Shares (6) 02/21/2017   A   9,672     (6)   (6) Common Stock 9,672 $ 0 9,672 D  
Performance Shares (7) 02/21/2017   M     9,691   (7)   (7) Common Stock 9,691 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEPAN F QUINN JR
22 W. FRONTAGE ROAD
NORTHFIELD, IL 60093
  X     Chairman, President & CEO  

Signatures

 /s/ Matthew M. Rice, attorney-in-fact for F. Quinn Stepan, Jr.   02/23/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Amount reported reflects vesting of 8,693 performance shares as shown on Table II due to achievement of certain financial targets by December 31, 2016.
(2) Reflects transfer of 40,837 shares of Stepan Company Common Stock from the Stepan Company Pension Plan to the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company. The reporting person is a member of the Plan Committee of Stepan Company which has oversight responsibility over investments of funds for employee benefit programs.
(3) Joint Tenancy with Spouse.
(4) The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
(5) Vests ratably over three years beginning on the date shown.
(6) Each 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.
(7) The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2016.

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