STEPAN CO — Director's Dealing 2012

Dec 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-12-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-21	Common Stock	C	1290.186	—	Acquired	9717.628	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-21	Convertible Preferred Stock	$	C	565.004	Disposed		Common Stock (1290.186)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	113914.722	Direct
Common Stock	101596	Direct
Common Stock	487	Indirect
Common Stock	48000	Indirect
Common Stock	15000	Indirect
Common Stock	36389	Indirect
Common Stock	38304	Indirect
Common Stock	158024	Indirect
Common Stock	619834	Indirect

Footnotes

F1: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in each share of convertible preferred stock being convertible at any time into 2.2835 shares of common stock. The shares of convertible preferred stock had no expiration date. Effective December 21, 2012, the Plan Committee of Stepan Company, on behalf of all ESOP II participants, converted all shares of convertible preferred stock in ESOP II, resulting in the Reporting Person's acquisition of 1,290.186 shares of common stock. Also reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F2: Joint Tenancy with Spouse.

F3: 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.