FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NASTAS CLIFFORD D 		2. Issuer Name and Ticker or Trading Symbol

MATERIAL SCIENCES CORP [ MASC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

2200 E. PRATT BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2014
(Street)

ELK GROVE VILLAGE, IL 60007
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/20/2014     D    79372   D $12.75   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $2.00   3/20/2014     M         60000      (2) 2/28/2017   Common Stock   60000   $10.75   0   D    
Stock Option (right to buy)   $7.50   3/20/2014     M         60000      (3) 2/28/2018   Common Stock   60000   $5.25   0   D    
Stock Option (right to buy)   $8.75   3/20/2014     M         60000      (4) 2/28/2019   Common Stock   60000   $4.00   0   D    
Stock Option (right to buy)   $10.25   3/20/2014     M         30000      (5) 2/28/2020   Common Stock   30000   $2.50   0   D    

Explanation of Responses:
( 1)  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.
( 2)  This Option, which became fully vested on March 1, 2013, was canceled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $645,000, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.
( 3)  This Option, which became fully vested on March 1, 2014, was canceled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $315,000, 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 would have become fully vested on March 1, 2015, was canceled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $240,000, 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 would have become fully vested on March 1, 2016, was canceled in the merger between the Issuer and Zink Acquisition Merger Sub Inc. in exchange for a cash payment of $75,000, representing the difference between the exercise price of the option and the $12.75 per share consideration payable in the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NASTAS CLIFFORD D
2200 E. PRATT BLVD.
ELK GROVE VILLAGE, IL 60007 		X
Chief Executive Officer

Signatures
/s/ JAMES D. PAWLAK, CFO, attorney in fact 3/24/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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