STEPAN CO — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	2000	$51.21	Acquired	16592.572	Direct
2012-02-28	Common Stock	S	2000	$87.43	Disposed	14592.572	Direct
2012-02-29	Common Stock	S	1845	$91.43	Disposed	12747.572	Direct
2012-02-29	Common Stock	M	1304	$51.21	Acquired	14051.572	Direct
2012-02-29	Common Stock	S	1004	$89.55	Disposed	13047.572	Direct
2012-02-29	Common Stock	S	200	$90.86	Disposed	12847.572	Direct
2012-02-29	Common Stock	S	100	$91.61	Disposed	12747.572	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Option (Right to Buy)	$51.21	M	2000	Disposed	2018-02-08	Common Stock (2000)	Direct
2012-02-29	Employee Stock Option (Right to Buy)	$51.21	M	1304	Disposed	2018-02-08	Common Stock (1304)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4169.664	Indirect
Common Stock	1000	Indirect

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $89.43 to $90.02. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $90.52 to $91.20. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.