STEPAN CO — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-02-14

Reporting Person: VENEGONI JOHN V (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	M	3500	—	Acquired	23515.1432	Direct
2011-02-14	Common Stock	A	3500	—	Acquired	27015.1432	Direct
2011-02-14	Common Stock	F	2238	—	Disposed	24777.1432	Direct
2011-02-15	Common Stock	J	16.8724	—	Acquired	24794.0156	Direct
2011-02-15	Common Stock	J	43.1389	—	Acquired	24837.1545	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Performance Shares	$	M	3500	Disposed		Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect

Footnotes

F1: Amount reported reflects vesting of 3,500 performance shares on Table II. Upon vesting, total shares delivered to reporting person also includes an additional 3,500 shares due to achievement of certain financial targets by December 31, 2010. Also, 2,238 shares were disposed of for taxes as allowed under the plan.

F2: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2010.

F3: Number of common stock shares acquired with dividend purchase to reporting person's account on February 15, 2011, under the Employee Stock Ownership Plan (ESOP) established by Stepan Company.

F4: Number of common stock shares acquired with dividend purchase to reporting person's account on February 15, 2011, under the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company.