STEPAN CO — Director's Dealing 2012

Dec 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Share Units	$	A	42.004	Acquired		Common Stock (42.004)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8793.144	Direct
Common Stock	8441.922	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 4,396.572 additional shares of Common Stock.

F2: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F3: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 4,220.961 additional shares of Common Stock.

F4: 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.

F5: Share Units convert on a one-for-one basis into Common Stock.

F6: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F7: 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.

F8: On November 30, 2012, the Common Stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 13,278.468 additional shares of Share Units.