Edgar Filing: Fullerton Richard B.

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RBF Capital, LLC

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
_____ Officer (give title below)	__X__ Other (specify below)
See footnotes

(Last)

(First)

(Middle)

100 DRAKES LANDING ROAD, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2010

(Street)

GREENBRAE, CA 94904

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/26/2010		S		3,855	D	$ 5.3703	2,088,706	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/26/2010		S		1,950	D	$ 5.3321	2,086,756	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/26/2010		S		7,087	D	$ 5.33	2,079,669	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/26/2010		S		17,878	D	$ 5.35	2,061,791	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/26/2010		S		2,221	D	$ 5.3	2,059,570	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/27/2010		S		2,600	D	$ 5.35	2,056,970	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/27/2010		S		12,200	D	$ 5.3045	2,044,770	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/27/2010		S		6,724	D	$ 5.32	2,038,046	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	10/27/2010		S		1,489	D	$ 5.3	2,036,557	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RBF Capital, LLC 100 DRAKES LANDING ROAD SUITE 300 GREENBRAE, CA 94904				See footnotes
Fullerton Richard B. 100 DRAKES LANDING ROAD SUITE 300 GREENBRAE, CA 94904				See foototes

Signatures

RBF Capital, LLC; By: Richard B. Fullerton, its Managing Member; /s/ Richard B. Fullerton		10/28/2010
^**Signature of Reporting Person		Date
Richard B. Fullerton; /s/ Richard B. Fullerton		10/28/2010
^**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)	The reporting persons are: (i) RBF Capital, LLC ("RBF"); and (ii) Richard B. Fullerton, RBF's managing member.
(2)	The securities reported on this Form 4 are beneficially held by Fullerton Capital Partners, L.P. ("FCP") and other investment limited partnerships for which RBF serves as the general partner and/or investment manager (the "Funds"). Other than FCP, none of the Funds is itself the beneficial owner of more than 10% of the issuer's common stock. As a greater than 10% beneficial owner, FCP is separately reporting its holdings on a Form 4.
(3)	RBF and Mr. Fullerton may be deemed to beneficially own the securities owned by FCP and the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. Each of RBF, Mr. Fullerton, FCP and the Funds disclaims beneficial ownership in these securities, however, except to the extent of their respective pecuniary interests therein.

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