STEPAN CO — Director's Dealing 2013

Mar 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	M	9842	—	Acquired	122352.722	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Performance Shares	$	M	11716	Disposed		Common Stock (11716)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	103000	Direct
Common Stock	487	Indirect
Common Stock	9838.056	Indirect
Common Stock	48000	Indirect
Common Stock	15000	Indirect
Common Stock	36389	Indirect
Common Stock	38304	Indirect
Common Stock	158024	Indirect
Common Stock	576300	Indirect

Footnotes

F1: Amount reported reflects vesting of 9,842 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: Joint Tenancy with Spouse.

F3: The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F4: 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.