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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	G	1404	—	Disposed	112510.722	Direct
2013-02-19	Common Stock	G	1404	—	Acquired	103000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-19	Stock Appreciation Right	$63.11	A	19422	Acquired	2023-02-18	Common Stock (19422)	Direct
2013-02-19	Employee Stock Option (Right to Buy)	$63.11	A	19422	Acquired	2023-02-18	Common Stock (19422)	Direct
2013-02-19	Performance Shares	$	A	9507	Acquired		Common Stock (9507)	Direct
2013-02-19	Share Units	$	A	2408.133	Acquired		Common Stock (2408.133)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	487	Indirect
Common Stock	9717.628	Indirect
Common Stock	48000	Indirect
Common Stock	15000	Indirect
Common Stock	36389	Indirect
Common Stock	38304	Indirect
Common Stock	158024	Indirect
Common Stock	619834	Indirect

Footnotes

F1: Joint Tenancy with Spouse.

F2: 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.

F3: 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.

F4: Share Units are acquired under the Management Incentive Plan Amended and Restated as of January 1, 2010 ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

F5: Share Units convert on a one-for-one basis into Common Stock.

F6: Reflects acquisition of Share Units under the MIP, generally payable at end of employment, unless otherwise elected.

F7: Price reported is the price of Common Stock on the date the Share Units are credited to the participant's account pursuant to MIP provisions.