STEPAN CO — Director's Dealing 2011

Dec 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEPAN F QUINN (Director, Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-15	Share Units	$	A	712.729	Acquired		Common Stock (712.729)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40385.039	Indirect
Common Stock	136168.778	Direct
Common Stock	426584	Indirect
Common Stock	58840	Indirect
Common Stock	114691	Indirect
Common Stock	143063	Indirect

Footnotes

F1: The amount reported for ESOP II in column five includes 145.485 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.