STEPAN CO — Director's Dealing 2012

Dec 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-12-14

Reporting Person: STEPAN F QUINN (Director, Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Share Units	$	A	638.024	Acquired		Common Stock (638.024)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	549623.08	Indirect
Common Stock	353389.556	Direct
Common Stock	115580	Indirect
Common Stock	77900.948	Indirect
Common Stock	853168	Indirect
Common Stock	286126	Indirect

Footnotes

F1: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 274,811.54 additional shares of Common Stock.

F2: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 176,694.778 additional shares of Common Stock.

F3: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 57,790 additional shares of Common Stock.

F4: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F5: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 38,950.474 additional shares of Common Stock.

F6: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 426,584 additional shares of Common Stock.

F7: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 143,063 additional shares of Common Stock.

F8: 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.

F9: Share Units convert on a one-for-one basis into Common Stock.

F10: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F11: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.

F12: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 201,695.298 additional Share Units.