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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
STEPAN CO [ SCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 11/15/2012 | C | 190,078.54(1) | A | $0 | 304,769.54(1) | I | Stepan Venture II Partnership | ||
Common Stock | 11/19/2012 | J(2) | 2,848(2) | D | $0 | 274,811.54(2) | I | Stepan Venture II Partnership | ||
Common Stock | 176,694.778 | D | ||||||||
Common Stock | 57,790 | I | By self as custodian for children | |||||||
Common Stock | 38,950.474 | I | By ESOP II Trust | |||||||
Common Stock | 426,584 | I | By spouse as custodian for children | |||||||
Common Stock | 143,063 | I | By spouse |
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 | ||||||||
Convertible Preferred Stock | (1) | 11/15/2012 | C | 166,480 | (1) | (1) | Common Stock | 190,078.54 | $0 | 0 | I | Stepan Venture II Partnership | |||
Convertible Preferred Stock | (3) | (3) | (3) | Common Stock | 10,355.661 | 9,069.99 | I | By ESOP II Trust |
Explanation of Responses: |
1. Stepan Venture II Partnership converted 166,480 shares of convertible preferred stock resulting in its acquisition of 190,078.54 shares of common stock. Each share of convertible preferred stock was convertible at any time into 1.14175 shares of common stock. The shares of convertible preferred stock had no expiration date. The reporting person disclaims beneficial ownership of the shares held by Stepan Venture II partnership except to the extent of his pecuniary interest therein. |
2. Represents the decrease in the reporting person's proportionate interest in shares held by Stepan Venture II partnership upon distribution of 29,958 shares to limited partners of family limited partnership. The reporting person disclaims beneficial ownership of the shares held by Stepan Venture II partnership except to the extent of his pecuniary interest therein. |
3. Each share of convertible preferred stock is convertible at any time into 1.14175 shares of common stock. The shares of convertible preferred stock have no expiration date. |
Frank Quinn Stepan | 11/19/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |