SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Musket David B

(Last)

(First)

(Middle)

C/O MATRITECH, INC.

330 NEVADA STREET

(Street)

NEWTON

02460

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2007

3. Issuer Name and Ticker or Trading Symbol
MATRITECH INC/DE/ [ MZT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	44,883	D
Common Stock	1,125,503	I	By various ProMed Funds⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Conv. Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	83,926	$0	D
Series A Conv. Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	637,270	$0	I	By various ProMed Funds⁽¹⁾
Series A Conv Promissory Notes	⁽³⁾	⁽³⁾	Common Stock	205,357	$0	D
Series A Conv. Promissory Notes	⁽³⁾	⁽³⁾	Common Stock	1,901,454	$0	I	By various ProMed Funds⁽¹⁾
Series B Conv. Promissory Notes	⁽⁴⁾	⁽⁴⁾	Common Stock	396,825	$0	D
Series B Conv. Promissory Notes	⁽⁴⁾	⁽⁴⁾	Common Stock	1,269,842	$0	I	By various ProMed Funds⁽¹⁾
Warrants (Right to Buy)	07/14/2006	01/13/2011	Common Stock	474,615	$0.63	D
Warrants (Right to Buy)	09/05/2005	03/04/2010	Common Stock	264,414	$1.34	D
Warrants (Right to Buy)	01/22/2007	01/22/2012	Common Stock	238,095	$0.63	D
Warrants (Right to Buy)	07/14/2006	01/13/2011	Common Stock	1,346,153	$0.63	I	By various ProMed Funds⁽¹⁾
Warrants (Right to Buy)	09/05/2005	03/04/2010	Common Stock	1,015,056	$1.34	I	By various ProMed Funds⁽¹⁾
Warrants (Right to Buy)	01/22/2007	01/22/2012	Common Stock	761,905	$0.63	I	By various ProMed Funds⁽¹⁾
Warrants (Right to Buy)	10/15/2003	10/15/2008	Common Stock	136,228	$2.45	I	By various ProMed Funds⁽¹⁾

Explanation of Responses:

1. By ProMed Partners, L.P., ProMed Partners II, L.P., ProMed Offshore Fund, Ltd. and ProMed Offshore Fund II, Ltd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. Convertible at the option of the holder into shares of common stock without payment of further consideration.

3. Convertible at the option of the holder into shares of common stock at the conversion price, currently $0.63 per share. Convertible on specific installment payment dates at the option of the Issuer into shares of common stock at the lower of the conversion price, currently $0.63 per share, or 85% of the 10-day volume-weighted average trading price of the common stock.

4. Convertible at the option of the holder into shares of common stock at the conversion price, currently $0.63 per share. Convertible on specific installment payment dates at the option of the Issuer at the lower of the conversion price, currently $0.63 per share, or if stockholder approval of use of a lower conversion price is received, 85% of the 10-day volume-weighted average trading price of the common stock.

	Patricia Randall, under power of attorney	01/24/2007
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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