STEPAN CO — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2013-02-19

Reporting Person: WOOD ROBERT JOHN (V.P. & General Manager)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-19	Stock Appreciation Right	$63.11	A	3777	Acquired	2023-02-18	Common Stock (3777)	Direct
2013-02-19	Employee Stock Option (Right to Buy)	$63.11	A	1619	Acquired	2023-02-18	Common Stock (1619)	Direct
2013-02-19	Performance Shares	$	A	1981	Acquired		Common Stock (1981)	Direct

Footnotes

F1: Each performance share represents a contingent right to receive 1 share of Stepan Company Common Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2015.