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STEPAN CO Director's Dealing 2011

Feb 16, 2011

32175_dirs_2011-02-16_a8b5ecde-1b2c-4b20-a249-8d4edde65410.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-14 Common Stock M 6000 Acquired 53302.7246 Direct
2011-02-14 Common Stock A 6000 Acquired 59302.7246 Direct
2011-02-15 Common Stock J 17.6457 Acquired 59320.3703 Direct
2011-02-15 Common Stock J 43.2563 Acquired 59363.6266 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-14 Performance Shares $ M 6000 Disposed Common Stock (6000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3749 Indirect
Common Stock 55712 Direct
Common Stock 37488 Indirect
Common Stock 16486 Indirect
Common Stock 21312 Indirect
Common Stock 30257 Indirect
Common Stock 1200 Indirect
Common Stock 370190 Indirect

Footnotes

F1: Amount reported reflects vesting of 6,000 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 6,000 shares due to achievement of certain financial targets by December 31, 2010.

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.

F5: Joint Tenancy with Spouse.

F6: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.