STEPAN CO — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2012-02-22

Reporting Person: HURLBUTT JAMES E (V.P. & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	1500	—	Acquired	7632.588	Direct
2012-02-22	Common Stock	A	1500	—	Acquired	9132.588	Direct
2012-02-22	Common Stock	F	944	—	Disposed	8188.588	Direct
2012-02-23	Common Stock	J	27331	—	Disposed	309917	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Performance Shares	$	M	1500	Disposed		Common Stock (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	94.772	Indirect

Footnotes

F1: Amount reported reflects vesting of 1,500 performance shares on Table II. Upon vesting, total shares delivered to reporting person also includes an additional 1,500 shares due to achievement of certain financial targets by December 31, 2011. Also, 944 shares were disposed of for taxes as allowed under the plan.

F2: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2011.

F3: The amount reported for ESOP II in column five also includes 77.911 shares of company stock acquired pursuant to a Stepan Company contribution under ESOP II.

F4: On February 23, 2012, 27,331 shares of Stepan Company Common Stock were transferred from the Stepan Company Pension Plan to the ESOP II established by Stepan Company. The reporting person is a member of the Plan Committee of Stepan Company which has oversight responsibility over investments of funds for employee benefit programs.