STEPAN CO — Director's Dealing 2011

Sep 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-09-15

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-15	Share Units	$	A	51.251	Acquired		Common Stock (51.251)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Direct
Common Stock	4644.430	Indirect
Common Stock	500	Indirect

Footnotes

F1: Effective July 1, 2011, the Employee Stock Ownership Plan ("ESOP") merged with and into the Employee Stock Ownership Plan II ("ESOP II"). All shares previously held under ESOP and ESOP II are now reflected as indirect holdings under the ESOP II trust. The amount reported for ESOP II in column five consists of shares that were previously reported as direct holdings, but are now reported as indirect holdings. The amount reported for ESOP II in column five also includes 16.830 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 divident equivalent feature of the MIP.