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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	J	43534	—	Disposed	576300	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	312.302	Indirect
Common Stock	8377.176	Direct

Footnotes

F1: On February 21, 2013, 43,534 shares of Stepan Company Common Stock were transferred from the Stepan Company Pension Plan to the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company. The Reporting Person is a member of the Plan Committee of Stepan Company which has oversight responsibility over investments of funds for employee benefit programs.

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