STEPAN CO — Director's Dealing 2012

Aug 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-08-27

Reporting Person: HURLBUTT JAMES E (V.P. & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-27	Common Stock	M	2371	$36.92	Acquired	6559.588	Direct
2012-08-27	Common Stock	S	2371	$96.28	Disposed	4188.588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-27	Employee Stock Option (Right to Buy)	$36.92	M	2371	Disposed	2017-02-09	Common Stock (2371)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95.366	Indirect
Common Stock	309917	Indirect

Footnotes

F1: Transaction completed pursuant to a 10b5-1 trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $96.000 to $96.800. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.