STEPAN CO — Director's Dealing 2012

May 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-05-25

Reporting Person: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	M	500.000	$26.250	Acquired	26786.716	Direct
2012-05-25	Common Stock	S	100.000	$90.80	Disposed	26686.716	Direct
2012-05-25	Common Stock	S	200.000	$90.910	Disposed	26486.716	Direct
2012-05-25	Common Stock	S	100.000	$90.920	Disposed	26386.716	Direct
2012-05-25	Common Stock	S	100.000	$91.010	Disposed	26286.716	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-25	Employee Stock Option (Right to Buy)	$26.250	M	500	Disposed	2016-02-13	Common Stock (500.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	664.118	Indirect