UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Material Sciences Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
576674105
(CUSIP Number)
July 15, 2009
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 576674105 SCHEDULE 13G Page 2 of 6
1 Names of Reporting Persons
Sycamore Opportunities Fund, L.P.
IRS Identification No. of Above Person (entities only)
26-3597882
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
739,386
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
739,386
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
739,386
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
5.67%
12 Type of Reporting Person (See Instructions)
PN
CUSIP No. 576674105 SCHEDULE 13G Page 3 of 6
Item 1(a). Name of Issuer.
Material Sciences Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
2200 East Pratt Boulevard, Elk Grove Village, IL 60007
Item 2(a). Name of Person Filing.
Sycamore Opportunities Fund, L.P.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Sycamore Opportunities Fund,
L.P. is 100 Drakes Landing Rd Suite 300 Greenbrae, CA 94904.
Item 2(c). Citizenship.
Sycamore Opportunities Fund, L.P. is a Delaware limited
partnership.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
576674105
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 576674105 SCHEDULE 13G Page 4 of 6
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of
pages two (2) and three (3) of this Schedule 13G, which Items
are incorporated by reference herein.
CUSIP No. 576674105 SCHEDULE 13G Page 5 of 6
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, Sycamore Opportunities Fund, L.P.
certifies that, to the best of its knowledge and belief, the
securities referred to above on page two (2) of this Schedule
13G were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect.
CUSIP No. 576674105 SCHEDULE 13G Page 6 of 6
Signature
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATED: July 16, 2009
Sycamore Opportunities Fund, L.P.
/s/ Richard B. Fullerton
________________________
By: Richard B. Fullerton
its: Managing Member of RBF Capital, LLC
its general partner
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)