t73981_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Material Sciences Corporation
(Name of Issuer)
 
Common Stock, par value $0.02 per share
(Title of Class of Securities)
 
576674105
(CUSIP Number)

Privet Fund LP
Attn: Ryan Levenson
3280 Peachtree Rd NE
Suite 2670
Atlanta, GA 30305

With a copy to:

Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA  30309
Tel: (404) 572-6600
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 18, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*           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 disclosures provided in a prior cover page.
 
The information required on 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).
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
Page 2 of 10 Pages    
 
    
 
1
     NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Privet Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a)þ
(b)o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS                                                                WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
540,074
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
540,074
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,074
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
Page 3 of 10 Pages    
 
    
 
1
     NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Privet Fund Management LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a)þ
(b)o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS                                                                AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
600,053
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
600,053
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,053
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14
TYPE OF REPORTING PERSON
OO
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
Page 4 of 10 Pages    
 
    
 
1
     NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ryan Levenson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a)þ
(b)o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS                                                                AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION   United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
600,053
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
600,053
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,053
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14
TYPE OF REPORTING PERSON
IN
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
 Page 5 of 10 Pages      
 
Item 1.                      Security and Issuer.
 
The class of securities to which this statement relates is the Common Stock, par value $0.02 per share (the “Common Stock”), of Material Sciences Corporation, a Delaware Corporation (the “Corporation”).  The address of the Corporation’s principal executive offices is 2200 East Pratt Boulevard, Elk Grove Village, Illinois 60007.
 
Item 2.                      Identity and Background.
 
(a) This statement is being filed by (i) Privet Fund Management LLC, a Delaware limited liability company, (ii) Privet Fund LP, a Delaware limited partnership and (iii) Ryan Levenson (“Mr. Levenson”) (the foregoing persons are hereinafter referred to collectively as the “Reporting Persons”).

Mr. Levenson is the sole managing member of Privet Fund Management LLC, which is the general partner and investment manager of Privet Fund LP.

(b) The address of the principal offices of Privet Fund Management LLC and Privet Fund LP is 3280 Peachtree Rd NE, Suite 2670, Atlanta, GA 30305. The business address of Mr. Levenson is 3280 Peachtree Rd NE, Suite 2670, Atlanta, GA 30305.

(c) The principal business of Privet Fund Management LLC is providing administrative and management services to Privet Fund LP. The principal business of Privet Fund LP is that of private funds engaged in investment in securities for their own account. The principal occupation or employment of Mr. Levenson is manager of Privet Fund Management LLC.

(d) During the last 5 years, none of Privet Fund Management LLC, Privet Fund LP or Mr. Levenson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last 5 years, none of Privet Fund Management LLC, Privet Fund LP or Mr. Levenson has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Levenson is a citizen of the United States.
 
Item 3.                      Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 600,053 shares of Common Stock beneficially owned by the Reporting Persons is approximately $4,815,212 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
 Page 6 of 10 Pages      
 
Item 4.                      Purpose of Transaction.
 
The Reporting Persons acquired their shares of Common Stock for investment. The Reporting Persons purchased shares of Common Stock because they believed that the shares may present significant opportunities for realization of increased stockholder value. The Reporting Persons plan to continuously evaluate, among other factors, the financial condition, results of operations, business and prospects of the Corporation, the securities markets in general and the market for the Common Stock in particular, prevailing economic conditions and expected trends, all with a view to determining whether to hold, decrease or increase their investment in the Common Stock, through open market, privately negotiated or any other transactions.

Except as set forth herein, the Reporting Persons have no present plans or proposals which relate to or would result in:

(a) the acquisition by any person of additional securities or the disposition of securities of the Corporation;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Corporation or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Corporation or any of its subsidiaries;

(d) any change in the present Board of Directors or management of the Corporation, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e) any material change in the present capitalization or dividend policy of the Corporation;

(f) any other material change in the Corporation’s business or corporate structure;

(g) changes in the Corporation’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Corporation by any person;

(h) causing a class of securities of the Corporation to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
 Page 7 of 10 Pages      
 
Item 5.                      Interest in Securities of the Issuer.
 
(a) As of the date of this filing, Privet Fund LP beneficially owns 600,053 shares (the “Shares”), or approximately 5.7% of the outstanding Common Stock of the Corporation. All percentages of outstanding Common Stock are calculated based on information included in the definitive proxy statement filed by the Corporation on May 31, 2012, which reported that 10,484,499 shares of Common Stock were outstanding as of April 30, 2012.
 
(b) Privet Fund Management LLC is the Managing Partner of Privet Fund LP, and Ryan Levenson is the sole managing member of Privet Fund Management LLC. Accordingly, Privet Fund Management LLC and Mr. Levenson may be deemed to hold shared voting power and dispositive power with respect to the Shares held by Privet Fund LP.

As a result of the formation of a group constituted hereby, each of the Reporting Persons could be deemed to beneficially own all the Shares; however, each of the Reporting Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above.

(c) Except as set forth on the cover pages hereto and under paragraph (b) above, each Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person.

(d) Except as set forth on Schedule 1 hereto, no transactions in the Common Stock were effected during the past 60 days by the Reporting Persons, or, to the best of the knowledge of the Reporting Persons, by any of the other persons named in response to Item 2, if any.

(e) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
 
Item 6.                      Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.
 
Other than the Joint Filing Agreement filed as Exhibit 99.1 hereto, none of the Reporting Persons nor, to the best of their knowledge, any of the other persons named in response to Item 2, if any, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Corporation.
 
Item 7.                      Materials to be Filed as Exhibits.
 
Exhibit 99.1
  
Joint Filing Agreement.
     
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
 Page 8 of 10 Pages      
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  June 27, 2012
PRIVET FUND LP
     
    By: Privet Fund Management LLC,
    Its Managing Partner
       
    By: /s/ Ryan Levenson  
    Name: Ryan Levenson
    Its: Sole Manager
       
 
  PRIVET FUND MANAGEMENT LLC
     
    By: /s/ Ryan Levenson  
    Name: Ryan Levenson
    Its: Sole Manager
       
 
  /s/ Ryan Levenson  
  Ryan Levenson
       
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
 Page 9 of 10 Pages      
 
SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
 
Unless otherwise indicated, all transactions were effected on the open market.

1.
Privet Fund LP
 
 
Nature of Transaction
    
Trade Date
(Purchase/Sale)
Number of Shares
Price Per Share (1)
4/30/2012
Purchase
10,000
$7.7169
5/2/2012
Purchase
10,000
$7.5799
5/4/2012
Purchase
8,735
$7.9887
5/7/2012
Purchase
2,744
$8.1101
5/8/2012
Purchase
1,700
$8.1882
5/11/2012
Purchase
700
$7.8414
5/17/2012
Purchase
400
$8.0596
5/17/2012
Purchase
10,000
$8.0631
5/18/2012
Purchase
10,000
$8.0520
6/14/2012
Purchase
12,499
$8.0651
6/15/2012
Purchase
7,577
$8.0144
6/18/2012
Purchase
12,695
$8.1135
6/19/2012
Purchase
12,305
$8.2654
6/19/2012
Purchase
8,063
$8.2619
6/22/2012
Purchase
16,937
$8.1802
6/25/2012
Purchase
18,439
$8.2145
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  576674105
  
 Page 10 of 10 Pages      
 
2.
Privet Fund Management LLC
 
 
Nature of Transaction
    
Trade Date
(Purchase/Sale)
Number of Shares
Price Per Share (1)
4/26/2012
Purchase
1,000
$8.1799
4/27/2012
Purchase
1,000
$8.0899
4/30/2012
Purchase
480
$7.8186
4/30/2012
Purchase
520
$7.8158
4/30/2012
Purchase
1,000
$7.6800
5/4/2012
Purchase
880
$7.9788
5/4/2012
Purchase
120
$7.9717
5/4/2012
Purchase
400
$7.9800
5/4/2012
Purchase
300
$7.9799
5/4/2012
Purchase
280
$7.9793
5/4/2012
Purchase
20
$7.9899
5/4/2012
Purchase
666
$7.9899
5/4/2012
Purchase
334
$8.0000
5/4/2012
Purchase
2,000
$8.0000
5/7/2012
Purchase
623
$8.0599
5/7/2012
Purchase
377
$8.0796
5/7/2012
Purchase
523
$8.0799
5/7/2012
Purchase
477
$8.0999
5/7/2012
Purchase
1,700
$8.0999
6/1/2012
Purchase
400
$7.9999
6/1/2012
Purchase
100
$7.9979
6/1/2012
Purchase
500
$8.0000
6/20/2012
Purchase
1,171
$8.1000
6/21/2012
Purchase
10,000
$8.1500
 
 
1 Not including any brokerage fees.