STEPAN CO — Director's Dealing 2012

Aug 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-08-14

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-14	Common Stock	G	3749	—	Disposed	0	Indirect
2012-08-14	Common Stock	G	3749	—	Acquired	59461	Direct
2012-08-20	Common Stock	G	36056	—	Disposed	55706.805	Direct
2012-08-20	Common Stock	G	36056	—	Acquired	95517	Direct
2012-08-22	Common Stock	G	44017	—	Disposed	51500	Direct
2012-08-22	Common Stock	G	44017	—	Acquired	44017	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4188.585	Indirect
Common Stock	30257	Indirect
Common Stock	24000	Indirect
Common Stock	7500	Indirect
Common Stock	17464	Indirect
Common Stock	309917	Indirect

Footnotes

F1: These transactions involved a gift of securities by the Reporting Person's spouse to a joint tenancy account with the Reporting Person.

F2: Joint Tenancy with spouse.

F3: These transactions involved a gift of securities by the Reporting Person to a joint tenancy account with his spouse.

F4: These transactions involved a gift of securities by the Reporting Person's joint tenancy account with his spouse to Family Trust IV.

F5: The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F6: The Reporting Person no longer has a reportable beneficial interest in (A) 17,179 shares of Issuer common stock owned by his children (and included in the Reporting Person's prior ownership reports as owned by his children), (B) 37,488 shares of Issuer common stock owned by his children (and included in the Reporting Person's prior ownership reports as owned by him as custodian for his children) and (C) 1,200 shares of Issuer common stock owned by his children (and included in the Reporting Person's prior ownership reports as owned by his spouse as custodian for his children).