STEPAN CO — Director's Dealing 2011

Dec 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-12-15

Reporting Person: WOOD ROBERT JOHN (V.P. & General Manager)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-15	Share Units	$	A	51.272	Acquired		Common Stock (51.272)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4697.418	Indirect
Common Stock	450	Indirect
Common Stock	1000	Direct

Footnotes

F1: The amount reported for ESOP II in column five also includes 52.988 shares of common stock acquired pursuant to a dividend reinvestment feature of ESOP II.

F2: Share Units are acquired under the Management Incentive Plan Amended and Restated as of January 1, 2010 ("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.

F3: Share Units convert on a one-for-one basis into Common Stock.

F4: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F5: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.