STEPAN CO — Director's Dealing 2012

Sep 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-09-14

Reporting Person: WOOD ROBERT JOHN (V.P. & General Manager)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-14	Share Units	$	A	41.383	Acquired		Common Stock (41.383)	Direct

Footnotes

F1: 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.

F2: Share Units convert on a one-for-one basis into Common Stock.

F3: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F4: 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.

F5: Due to a mathematical error, Column 9 of Table II in the Reporting Person's Form 4 filed on March 19, 2012 and a subsequent Form 4 filed on June 19, 2012 underreported the total number of beneficially owned share units by 158.545. This reported amount reflects an increase of the share units to account for the prior mathematical error.