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: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-21	Common Stock	C	28.286	$0.000	Acquired	1368.478	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-21	Convertible Preferred Stock	$	C	12.387	Disposed		Common Stock (28.286)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52833.176	Direct

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 28.286 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: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 26,416.588 additional shares of common stock.