STEPAN CO — Director's Dealing 2012

Aug 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-08-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-23	Common Stock	M	900	$36.920	Acquired	5088.588	Direct
2012-08-23	Common Stock	S	100	$96.000	Disposed	4988.588	Direct
2012-08-23	Common Stock	S	700	$96.050	Disposed	4288.588	Direct
2012-08-23	Common Stock	S	100	$96.055	Disposed	4188.588	Direct
2012-08-24	Common Stock	M	2729	$36.920	Acquired	6917.588	Direct
2012-08-24	Common Stock	S	29	$96.000	Disposed	6888.588	Direct
2012-08-24	Common Stock	S	2700	$96.020	Disposed	4188.588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-23	Employee Stock Option (Right to Buy)	$36.920	M	900	Disposed	2017-02-09	Common Stock (900)	Direct
2012-08-24	Employee Stock Option (Right to Buy)	$36.920	M	2729	Disposed	2017-02-09	Common Stock (2729)	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: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.