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STEPAN CO Director's Dealing 2013

Mar 4, 2013

32175_dirs_2013-03-04_3ea43f07-8eed-4830-8aa9-027009490344.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2013-02-28

Reporting Person: MASON SCOTT C (Vice President, Supply Chain)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-02-28 Common Stock M 4090 Acquired 13222 Direct
2013-02-28 Common Stock F 1320 Disposed 11902 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-02-28 Performance Shares $ M 4868 Disposed Common Stock (4868) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 499.328 Indirect

Footnotes

F1: Amount reported reflects vesting of 4,090 performance shares on Table II due to achievement of certain financial targets by December 31, 2012. In addition, 1,320 shares were disposed of for taxes as allowed under the plan. Amounts also reflect the 2-for-1 stock split of Stepan Company Common Stock on November 30, 2012.

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

F3: 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.