STEPAN CO — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-02-27

Reporting Person: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	M	2000.00	$25.385	Acquired	28240.367	Direct
2012-02-27	Common Stock	S	2000	$86.523	Disposed	26240.367	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Employee Stock Option (Right to Buy)	$25.385	M	2000	Disposed	2013-04-28	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	661.952	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $86.260 to $86.860. 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.