STEPAN CO — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-03-19

Reporting Person: VENEGONI JOHN V (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Stock	M	1475	$51.21	Acquired	14222.572	Direct
2012-03-19	Common Stock	S	1475	$89.43	Disposed	12747.572	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-19	Employee Stock Option (Right to Buy)	$51.21	M	1475	Disposed	2018-02-08	Common Stock (1475)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4183.304	Indirect
Common Stock	1000	Indirect

Footnotes

F1: Transaction completed pursuant to a 10b5-1 Trading Plan.

F2: The amount reported for ESOP II in column five also includes 13.640 shares of common stock acquired pursuant to a dividend reinvestment feature of ESOP II.