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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1. Name and Address of Reporting Person * Mergner Arthur W   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 & General Manager (Last) (First) (Middle) 22 W. FRONTAGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2017 (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   1,449 A (1) 6,449 D   Common Stock 02/23/2017   A   102.495 A $ 78.91 6,102.77 I By Esop II Trust

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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

3,165

02/21/2018(2)

02/20/2027

Common Stock

3,165

$ 0

3,165

D

Stock Appreciation Right

$ 78.58

02/21/2017

A

9,494

02/21/2018(2)

02/20/2027

Common Stock

9,494

$ 0

9,494

D

Performance Shares

(3)

02/21/2017

A

2,545

(3)

(3)

Common Stock

2,545

$ 0

2,545

D

Performance Shares

$ 0 (4)

02/21/2017

M

1,615

(4)

(4)

Common Stock

1,615

(4)

0

D

Share Units (5)

(6)

02/21/2017

A

4,553.645

(7)

(7)

Common Stock

4,553.645

$ 78.91 (8)

4,553.645

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mergner Arthur W 22 W. FRONTAGE ROAD NORTHFIELD, IL 60093			VP & General Manager

Signatures

/s/ Matthew M. Rice, attorney-in-fact for Arthur W. Mergner		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 1,449 performance shares as shown on Table II due to achievement of certain financial targets by December 31, 2016.
(2)	Vests ratably over three years beginning on the date shown.
(3)	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.
(4)	The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2016.
(5)	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.
(6)	Share Units convert on a one-for-one basis into Common Stock.
(7)	Reflects acquisition of Share Units pursuant to reporting persons election under the MIP, generally payable at end of employment, unless otherwise elected.
(8)	Price reported is the price of Common Stock on the date of the deferral.

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