STEPAN CO — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2005-06-16

Reporting Person: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-16	Common Stock	P	6.752	$21.66	Acquired	51278.776	Direct
2005-09-16	Common Stock	P	5.678	$25.990	Acquired	51290.132	Direct
2005-12-16	Common Stock	P	5.823	$26.190	Acquired	51301.778	Direct
2006-02-24	Common Stock	P	400	$27.000	Acquired	52101.778	Direct
2006-02-24	Common Stock	P	600	$26.990	Acquired	53301.778	Direct
2006-03-16	Common Stock	P	5.800	$26.490	Acquired	53313.378	Direct
2006-06-16	Common Stock	P	4.834	$32.000	Acquired	53323.046	Direct
2006-09-18	Common Stock	P	5.086	$30.630	Acquired	53333.218	Direct
2007-03-15	Common Stock	P	91.477	$26.78	Acquired	53516.172	Direct
2007-06-15	Common Stock	P	78.49	$31.45	Acquired	53673.152	Direct
2007-09-14	Common Stock	P	82.958	$29.95	Acquired	53839.068	Direct
2007-12-14	Common Stock	P	79.584	$32.20	Acquired	53998.236	Direct
2013-02-28	Common Stock	M	1969	—	Acquired	55967.236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Performance Shares	$	M	2344	Disposed		Common Stock (2344)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1488.906	Indirect

Footnotes

F1: This transaction is being reported late due to an inadvertent oversight.

F2: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 6.752 additional shares of Common Stock. Reflects de minimis adjustment of .049 shares and also reflects adjustment of 1,567.953 post-split shares that had been reported as beneficially owned by the Reporting Person, but were not beneficially owned.

F3: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 5.678 additional shares of Common Stock.

F4: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 5.823 additional shares of Common Stock

F5: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 400 additional shares of Common Stock.

F6: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 600 additional shares of Common Stock.

F7: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 5.8 additional shares of Common Stock.

F8: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 4.834 additional shares of Common Stock.

F9: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 5.086 additional shares of Common Stock.

F10: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 91.477 additional shares of Common Stock.

F11: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 78.49 additional shares of Common Stock.

F12: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 82.958 additional shares of Common Stock.

F13: On November 30, 2012, the common stock of Stepan Company split 2-for-1, resulting in the Reporting Person's ownership of 79.584 additional shares of Common Stock.

F14: Amount reported reflects vesting of 1,969 performance shares on Table II due to achievement of certain financial targets by December 31, 2012. Also reflects the 2-for-1 stock split of Stepan Company Common Stock on November 30, 2012.

F15: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F16: The performance shares vested upon Stepan Company achieving certain financial targets by December 31, 2012. Also reflects the 2-for-1 stock split of Stepan Company Common Stock on November 30, 2012.