STEPAN CO — Director's Dealing 2012

Sep 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-09-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-06	Common Stock	M	97.000	$32.170	Acquired	7199	Direct
2012-09-06	Common Stock	S	97.000	$98.990	Disposed	7102	Direct
2012-09-07	Common Stock	M	1653.000	$32.170	Acquired	8755	Direct
2012-09-07	Common Stock	S	1653.000	$98.990	Disposed	7102	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-06	Employee Stock Option (Right to Buy)	$32.170	M	97.000	Disposed	2016-02-11	Common Stock (97.000)	Direct
2012-09-07	Employee Stock Option (Right to Buy)	$32.170	M	1653.000	Disposed	2016-02-11	Common Stock (1653.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4805.240	Indirect
Common Stock	450	Indirect

Footnotes

F1: Transaction completed pursuant to a 10b5-1 Trading Plan.

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