STEPAN CO — Director's Dealing 2013

Dec 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2013-12-13

Reporting Person: STEPAN F QUINN (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-16	Common Stock	G	19456	—	Disposed	374133	Direct
2013-12-16	Common Stock	W	140	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-13	Share Units	$	A	1090.798	Acquired		Common Stock (1090.798)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70973.390	Indirect
Common Stock	530542	Indirect
Common Stock	286126	Indirect

Footnotes

F1: Share Units are acquired under the Management Incentive Plan Amended and Restated as of January 1, 2010 ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

F2: Share Units convert on a one-for-one basis into Common Stock.

F3: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F4: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.