STEPAN CO — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-03-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	A	162.809	$86.15	Acquired	75952.66	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Share Units	$	A	144.071	Acquired		Common Stock (144.071)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4176.129	Indirect
Common Stock	55712	Direct
Common Stock	3749	Indirect
Common Stock	17179	Indirect
Common Stock	37488	Indirect
Common Stock	1200	Indirect
Common Stock	30257	Indirect
Common Stock	24000	Indirect
Common Stock	7500	Indirect
Common Stock	17464	Indirect
Common Stock	309917	Indirect

Footnotes

F1: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F2: The amount reported for ESOP II in column five also includes 13.616 shares of common stock acquired pursuant to a dividend reinvestment feature of ESOP II.

F3: Joint Tenancy with Spouse.

F4: 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 purpose of Section 16 or for any other purpose.

F5: Share Units are acquired under the Management Incentive Plan Amended and Restated as of January 1, 2010 ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

F6: Share Units convert on a one-for-one basis into Common Stock.

F7: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F8: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.