STEPAN CO — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2014-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	M	4408	$42.765	Acquired	6407.144	Direct
2014-02-20	Common Stock	D	4408	$60.74	Disposed	1999.144	Direct
2014-02-20	Common Stock	M	4408	$42.765	Acquired	6407.144	Direct
2014-02-20	Common Stock	S	4408	$60.74	Disposed	1999.144	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Stock Appreciation Right	$42.765	M	4408	Disposed	2022-02-13	Common Stock (4408)	Direct
2014-02-20	Employee Stock Option (Right to Buy)	$42.765	M	4408	Disposed	2022-02-13	Common Stock (4408)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9987.846	Indirect

Footnotes

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