X0306 4 2014-03-20 1 0000755003 MATERIAL SCIENCES CORP MASC 0001361014 Licavoli Sam 2200 E. PRATT BLVD. ELK GROVE VILLAGE IL 60007 1 0 0 0 Common Stock 2014-03-20 4 M 0 35138 A 41131 D Common Stock 2014-03-20 4 D 0 35138 12.75 D 5993 D Common Stock 2014-03-20 4 D 0 5993 12.75 D 0 D Common Stock 2014-03-20 4 D 0 5000 12.75 D 0 I By trust PHANTOM STOCK 2014-03-20 4 M 0 35138 D 2014-03-20 2014-03-20 COMMON STOCK 35138 0 D Each share of phantom stock was the economic equivalent of one share of the Issuer's common stock. The reporting person settled all of his shares of common stock for cash in connection with the merger between the Issuer and Zink Acquisition Merger Sub Inc. at a price of $12.75 per share. 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. By Revocable Trust for Benefit of Sam Licavoli, Sam Licavoli Trustee. /s/ JAMES D. PAWLAK, CFO, attorney in fact 2014-03-24