STEPAN CO — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-05-22

Reporting Person: STEPAN F QUINN (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Common Stock	S	1050	$88.52	Disposed	57790	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	162066.778	Direct
Common Stock	38950.536	Indirect
Common Stock	426584	Indirect
Common Stock	114691	Indirect
Common Stock	143063	Indirect

Footnotes

F1: Reflects sale of shares by the estate of one of the Reporting Person's sons. The Reporting Person is the executor of the estate and disclaims beneficial ownership of the shares sold by the estate in excess of any pecuniary interest therein.

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