Statement of Changes in Beneficial Ownership (4)
November 09 2021 - 3:23PM
Edgar (US Regulatory)
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
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3235-0287
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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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1. Name and Address of Reporting Person
*
Rojo Luis |
2. Issuer Name and Ticker or Trading Symbol
STEPAN CO
[
SCL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Chief Financial Officer |
(Last)
(First)
(Middle)
1101 SKOKIE BOULEVARD, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2021 |
(Street)
NORTHBROOK, IL 60062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/5/2021 | | M(1) | | 2000 | A | $70.86 | 4210 | D | |
Common Stock | 11/5/2021 | | D(2) | | 1135 | D | $124.95 | 3075 | D | |
Common Stock | 11/5/2021 | | F(3) | | 254 | D | $124.95 | 2821 | D | |
Common Stock | 11/5/2021 | | M(1) | | 1000 | A | $70.86 | 3821 | D | |
Common Stock | 11/5/2021 | | D(2) | | 552 | D | $128.35 | 3269 | D | |
Common Stock | 11/5/2021 | | F(3) | | 132 | D | $128.35 | 3137 | D | |
Common Stock | 11/5/2021 | | S | | 800 | D | $125.015 (4) | 2337 | D | |
Common Stock | 11/5/2021 | | S | | 300 | D | $125.88 (5) | 2037 | D | |
Common Stock | 11/8/2021 | | M(1) | | 1000 | A | $70.86 | 3037 | D | |
Common Stock | 11/8/2021 | | D(2) | | 553 | D | $128.22 | 2484 | D | |
Common Stock | 11/8/2021 | | F(3) | | 131 | D | $128.22 | 2353 | D | |
Common Stock | 11/8/2021 | | S | | 900 | D | $128.147 | 1453 | D | |
Common Stock | | | | | | | | 232.587 (6) | I | By Esop II Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 Appreciation Right | $70.86 | 11/5/2021 | | M | | | 2000 | 5/2/2019 (7) | 5/1/2028 | Common Stock | 2000 | $0 | 7221 | D | |
Stock Appreciation Right | $70.86 | 11/5/2021 | | M | | | 1000 | 5/2/2019 (7) | 5/1/2028 | Common Stock | 1000 | $0 | 6221 | D | |
Stock Appreciation Right | $70.86 | 11/8/2021 | | M | | | 1000 | 5/2/2019 (7) | 5/1/2028 | Common Stock | 1000 | $0 | 5221 | D | |
Share Units | (8) | | | | | | | (9) | (9) | Common Stock | 2223.907 | | 2223.907 (6) | D | |
Explanation of Responses: |
(1) | The Stock Appreciation Rights ("SARS") were settled in shared 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 $124.738 to $125.51, 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 $125.78 to $126.01, 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) | Includes exempt acquisitions under Rule 16a-11 pursuant to dividend reinvestments since the date of the reporting person's last report. |
(7) | Vests ratably over three years beginning on the date shown. |
(8) | Share units convert on a one-for-one basis into Common Stock. |
(9) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rojo Luis 1101 SKOKIE BOULEVARD, SUITE 500 NORTHBROOK, IL 60062 |
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| VP & Chief Financial Officer |
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Signatures
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/s/ Stephanie J. Pacitti, Attorney-in-Fact for Luis Rojo | | 11/9/2021 |
**Signature of Reporting Person | Date |
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