STEPAN CO — Director's Dealing 2014

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2014-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-17	Common Stock	S	446	$63.00	Disposed	7618.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-14	Share Units	$	A	80.134	Acquired		Common Stock (80.134)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11481.554	Indirect
Common Stock	800	Indirect

Footnotes

F1: Transaction completed pursuant to a 10b5-1 Trading Plan.

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

F3: 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.

F4: Share Units convert on a one-for-one basis into Common Stock.

F5: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F6: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.