STEPAN CO — Director's Dealing 2012

Nov 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-15	Common Stock	C	190078.54	—	Acquired	304769.54	Indirect
2012-11-19	Common Stock	J	2848	—	Disposed	274811.54	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Convertible Preferred Stock	$	C	166480	Disposed		Common Stock (190078.54)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	176694.778	Direct
Common Stock	57790	Indirect
Common Stock	38950.474	Indirect
Common Stock	426584	Indirect
Common Stock	143063	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Preferred Stock	$		Common Stock (10355.661)	9069.99	Indirect

Footnotes

F1: Stepan Venture II Partnership converted 166,480 shares of convertible preferred stock resulting in its acquisition of 190,078.54 shares of common stock. Each share of convertible preferred stock was convertible at any time into 1.14175 shares of common stock. The shares of convertible preferred stock had no expiration date. The reporting person disclaims beneficial ownership of the shares held by Stepan Venture II partnership except to the extent of his pecuniary interest therein.

F2: Represents the decrease in the reporting person's proportionate interest in shares held by Stepan Venture II partnership upon distribution of 29,958 shares to limited partners of family limited partnership. The reporting person disclaims beneficial ownership of the shares held by Stepan Venture II partnership except to the extent of his pecuniary interest therein.

F3: Each share of convertible preferred stock is convertible at any time into 1.14175 shares of common stock. The shares of convertible preferred stock have no expiration date.