SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GANS MYRA D
(Last) (First) (Middle)
10 WEST FOREST AVENUE
(Street)
ENGLEWOOD, NJ 07631
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEDICAL NUTRITION USA INC [ MDNU.OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2007
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 01/03/2007 M 99,401 A $0.5 0 D
Common Stock 01/03/2007 M 99,402 A $0.5 0 I By spouse
Common Stock 01/03/2007 F 22,851 D $4.35 372,553 D
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 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: 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 $0.5 01/03/2007 M 99,401 04/02/2002 04/02/2007 Common Stock 99,401 $0 420,500 D
Stock Option $0.5 01/03/2007 M 99,402 04/02/2002 04/02/2007 Common Stock 99,402 $0 520,500 I By Spouse
1. Name and Address of Reporting Person*
GANS MYRA D
(Last) (First) (Middle)
10 WEST FOREST AVENUE
(Street)
ENGLEWOOD, NJ 07631
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
1. Name and Address of Reporting Person*
GANS ARNOLD M
(Last) (First) (Middle)
10 WEST FOREST AVENUE
(Street)
ENGLEWOOD, NJ 07631
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
X Officer (give title below) Other (specify below)
President
Explanation of Responses:
Remarks:
Other reporting person: Arnold Gans, spouse of Myra Gans, is the President of the company. His address is: 10 West Forest Avenue, Englewood, NJ 07631. Mr. and Ms. Gans returned 22,851 shares of common stock that they owned to the company to cover the exercise price.
/s/ MYRA D. GANS By: /s/ ARNOLD M. GANS 01/05/2007
** 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).
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