FORM 5
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BARONE RICHARD A

2. Issuer Name and Ticker or Trading Symbol

STEPHAN CO [TSC]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

ONE CHAGRIN HIGHLANDS,  2000 AUBURN DRIVE SUITE 300

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2009 
(Street)

CLEVELAND, OH 44122

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Shares of Common Stock                 107601   (1) I   By Merlin Partners, LP  
Shares of Common Stock   12/8/2009     S4   10000   D $2.7   0   (1) I   By Ancora Partners, LLC  
Shares of Common Stock   12/8/2009     P4   10000   A $2.7   50000   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Buy   $3.99                 9/29/2006   9/29/2010   Common Stock   5062     5062   D    
Options to Buy   $3.15                 6/30/2007   6/30/2011   Common Stock   5062     10124   D    
Options to Buy   $3.8   6/30/2007     A   5062       6/30/2008   6/30/2012   Common Stock   5062   $3.8   15186   D    
Options to Buy   $3.18   6/30/2008     A   5062       6/30/2009   6/30/2013   Common Stock   5062   $3.18   20248   D    
Options to Buy   $2.4   6/30/2009     A   5062       6/30/2010   6/30/2014   Common Stock   5062   $2.4   5062   I   Options to Buy (which have not vested)  

Explanation of Responses:
( 1)  Mr. Barone is the majority owner of Ancora Advisors, LLC, which is General Partner of Merlin Partners, LP. Further Mr. Barone is the Managing Partner of Ancora Partners, LLC, which is an affiliate of Ancora Advisors, LLC. Reported shares do not include shares held by accounts managed by Mr. Barone that are charged a management fee only. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:
Due to Issuer filing Form 15 on 12/28/2009, Reporting Person no longer subject to Section 16 vis a vis Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BARONE RICHARD A
ONE CHAGRIN HIGHLANDS
2000 AUBURN DRIVE SUITE 300
CLEVELAND, OH 44122
X



Signatures
/s/ Richard A. Barone 2/17/2010
** 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.
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