STEPAN CO — Director's Dealing 2013

May 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2013-05-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-03	Common Stock	M	7618.000	$13.125	Acquired	22045	Direct
2013-05-03	Common Stock	S	100	$55.672	Disposed	800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-03	Employee Stock Option (Right to Buy)	$13.125	M	7618.000	Disposed	2016-02-13	Common Stock (7618.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11254.090	Indirect

Footnotes

F1: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.