STEPAN CO — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2013-02-21

Reporting Person: VENEGONI JOHN V (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	M	6936	$37.51	Acquired	15729.144	Direct
2013-02-21	Common Stock	S	6936	$61.76	Disposed	8793.144	Direct
2013-02-22	Common Stock	S	5000	$62.38	Disposed	3793.144	Direct
2013-02-22	Common stock	S	1794	$62.39	Disposed	1999.144	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-21	Employee Stock Option (Right to Buy)	$37.51	M	6936	Disposed	2019-02-06	Common Stock (6936)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9779.690	Indirect

Footnotes

F1: Reflects ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.