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: WOOD ROBERT JOHN (V.P. & General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	2100	—	Acquired	6323	Direct
2012-02-22	Common Stock	A	2100	—	Acquired	8423	Direct
2012-02-22	Common Stock	F	1321	—	Disposed	7102	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Performance Shares	$	M	2100	Disposed		Common Stock (2100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4775.329	Indirect
Common Stock	450	Indirect

Footnotes

F1: Amount reported reflects vesting of 2,100 performance shares on Table II. Upon vesting, total shares delivered to reporting person also includes an additional 2,100 shares due to achievement of certain financial targets by December 31, 2011. Also, 1,321 shares were disposed of for taxes as allowed under the plan.

F2: 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.

F3: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2011.