STEPAN CO — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Beamer Scott D (VP and Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Stock Appreciation Right	$61.91	A	4404	Acquired	2024-02-17	Common Stock (4404)	Direct
2014-02-18	Employee Stock Option (Right to Buy)	$61.91	A	1888	Acquired	2024-02-17	Common Stock (1888)	Direct
2014-02-18	Performance Shares	$	A	1615	Acquired		Common Stock (1615)	Direct

Footnotes

F1: 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, 2016.