STEPAN CO — Director's Dealing 2012

Oct 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-10-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-26	Common Stock	C	14628	—	Acquired	176694.778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-26	Convertible Preferred Stock	$	C	12812	Disposed		Common Stock (14628)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57790	Indirect
Common Stock	38950.474	Indirect
Common Stock	426584	Indirect
Common Stock	114691	Indirect
Common Stock	143063	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Preferred Stock	$		Common Stock (190078.54)	166480	Indirect
Convertible Preferred Stock	$		Common Stock (10355.661)	9069.99	Indirect

Footnotes

F1: The reporting person converted 12,812 shares of convertible preferred stock resulting in his acquisition of 14,628.101 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.

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

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