STEPAN CO — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Servatius Gregory (VP of Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	M	1969	—	Acquired	27452.264	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	576300	Indirect
Common Stock	10826.418	Indirect

Footnotes

F1: 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.

F2: 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.