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: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	A	46.349	$86.15	Acquired	26286.716	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	664.118	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 2.166 shares of common stock acquired pursuant to a dividend reinvestment feature of ESOP II.