Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wilson Michael R
   2. Issuer Name and Ticker or Trading Symbol
MATERIAL SCIENCES CORP [MASC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Operations
(Last)
(First)
(Middle)
2200 EAST PRATT BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
03/20/2014
(Street)

ELK GROVE VILLAGE, IL 60007		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/20/2014   D   2,314 (1) D $ 12.75 (2) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 8 03/20/2014   M     17,974   (3) 04/11/2018 Common Stock 17,974 $ 4.75 0 D  
Stock Option (right to buy $ 2 03/20/2014   M     25,000   (4) 02/28/2017 Common Stock 25,000 $ 10.75 0 D  
Stock Option (right to buy $ 7.5 03/20/2014   M     25,000   (5) 02/28/2018 Common Stock 25,000 $ 5.25 0 D  
Stock Option (right to buy $ 8.75 03/20/2014   M     25,000   (6) 02/28/2019 Common Stock 25,000 $ 4 0 D  
Stock Option (right to buy $ 10.25 03/20/2014   M     12,500   (7) 02/28/2020 Common Stock 12,500 $ 2.5 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wilson Michael R
2200 EAST PRATT BLVD.
ELK GROVE VILLAGE, IL 60007		       VP, Operations  

Signatures

 /s/ JAMES D. PAWLAK, CFO, attorney in fact   03/24/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were purchased by the reporting person pursuant to the Issuer's Employee Stock Purchase Plan for the period ended February 28, 2014, and were not previously reported.
(2) Upon completion of the merger between the Issuer and Zink Acquisition Merger Sub Inc., these shares of common stock converted into the right to receive $12.75 per share in cash, without interest and less applicable withholding taxes.
(3) This option, which became fully vested on April 11, 2011, was cancelled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $85,376.50, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.
(4) This option, which became fully vested on March 1, 2013, was cancelled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $268,750, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.
(5) This option, which became fully vested on March 1, 2014, was cancelled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $131,250, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.
(6) This option, which would have become fully vested on March 1, 2015, was cancelled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $100,000, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.
(7) This option, which would have become fully vested on March 1, 2016, was cancelled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $31,250, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.

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