STEPAN CO — Director's Dealing 2013

Sep 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2013-09-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-13	Common Stock	A	319.116	$56.09	Acquired	119604.383	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-13	Share Units	$	A	264.317	Acquired		Common Stock (264.317)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9919.340	Indirect
Common Stock	103000	Direct
Common Stock	487	Indirect
Common Stock	48000	Indirect
Common Stock	18570	Indirect
Common Stock	36389	Indirect
Common Stock	40000	Indirect
Common Stock	160000	Indirect
Common Stock	576300	Indirect

Footnotes

F1: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F2: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F3: Joint Tenancy with Spouse.

F4: 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 purposes of Section 16 or for any other purpose.

F5: 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.

F6: Share Units convert on a one-for-one basis into Common Stock.

F7: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F8: 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.