STEPAN CO — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2014-02-18

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Stock Appreciation Right	$61.91	A	18876	Acquired	2024-02-17	Common Stock (18876)	Direct
2014-02-18	Employee Stock Option (Right to Buy)	$61.91	A	18876	Acquired	2024-02-17	Common Stock (18876)	Direct
2014-02-18	Performance Shares	$	A	9691	Acquired		Common Stock (9691)	Direct
2014-02-18	Share Units	$	A	548.241	Acquired		Common Stock (548.241)	Direct

Footnotes

F1: Each performance share represents a contingent right to receive one share of Stepan Company Common Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2016.

F2: 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.

F3: Share Units convert on a one-for-one basis into Common Stock.

F4: Reflects acquisition of Share Units under the MIP, generally payable at end of employment, unless otherwise elected.

F5: 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.