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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	8300	—	Acquired	67489.851	Direct
2012-02-22	Common Stock	A	8300	—	Acquired	75789.851	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	8300	Disposed		Common Stock (8300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4162.513	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

Footnotes

F1: Amount reported reflects vesting of 8,300 performance shares on Table II. Upon vesting, total shares delivered to Reporting Person also includes an additional 8,300 shares due to achievement of certain financial targets by December 31, 2011.

F2: On February 23, 2012, 27,331 shares of Stepan Company Common Stock were transferred from the Stepan Company Pension Plan to the Employee Stock Ownership Plan II (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.

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: Joint Tenancy with Spouse.

F5: 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.

F6: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2011.