STEPAN CO — Director's Dealing 2012

Sep 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-03-14

Reporting Person: Wynn H Edward (VP, Gen'l Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-14	Common Stock	P	10.029	$37.45	Acquired	6591.9876	Direct
2008-06-13	Common Stock	P	8.865	$42.60	Acquired	6600.8526	Direct
2012-09-14	Common Stock	A	18.941	$97.58	Acquired	6619.7936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-14	Share Units	$	A	12.607	Acquired		Common Stock (12.607)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	551.100	Indirect

Footnotes

F1: This transaction is being reported late due to an inadvertent oversight.

F2: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F3: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

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.