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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	J	37999	—	Disposed	538301	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10046.853	Indirect
Common Stock	120341.254	Direct
Common Stock	103000	Direct
Common Stock	923	Indirect
Common Stock	48000	Indirect
Common Stock	18676	Indirect
Common Stock	36389	Indirect
Common Stock	40000	Indirect
Common Stock	160000	Indirect

Footnotes

F1: On February 20, 2014, 37,999 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.

F3: Joint Tenancy with Spouse.

F4: 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.