STEPAN CO — Director's Dealing 2013

Mar 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HURLBUTT JAMES E (V.P. & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	M	2468	—	Acquired	10845.176	Direct
2013-02-28	Common Stock	F	837	—	Disposed	10008.176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Performance Shares	$	M	2938	Disposed		Common Stock (2938)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	312.302	Indirect
Common Stock	576300	Indirect

Footnotes

F1: Amount reported reflects vesting of 2,468 performance shares on Table II due to achievement of certain financial targets by December 31, 2012. In addition, 837 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: 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.