X0202 4 2007-05-14 0 0000884847 MATRITECH INC/DE/ MZT 0001310611 Musket David B C/O MATRITECH, INC. 330 NEVADA STREET NEWTON MA 02460 1 0 1 0 Common Stock 2007-05-14 4 C 0 42505 A 108070 D Common Stock 2007-05-14 4 C 0 393569 A 1710570 I By various ProMed Funds Series A Convertible Promissory Notes 2007-05-14 4 C 0 17172.43 0 D Common Stock 42505 106875 D Series A Convertible Promissory Notes 2007-05-14 4 C 0 159004 0 D Common Stock 393569 989583.33 I By various ProMed Funds Shares acquired as a result of Issuer's conversion of $17,172.43 of principal and accrued interest on outstanding Series A Convertible Promissory Notes at a conversion price of $0.404005 per share. Shares acquired as a result of Issuer's conversion of $159,004 of principal and accrued interest on outstanding Series A Convertible Promissory Notes at a conversion price of $0.404005 per share. 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 to be an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. Disposition of $17,172.43 of principal and accrued interest on outstanding Series A Convertible Promissory Notes as a result of the Issuer's conversion of the principal and accrued interest on the Notes into shares of common stock at a price of $0.404005 per share. The reporting person still holds $106,875 of Series A Convertible Promissory Notes which are convertible by the reporting person at a price of $0.63 per share and which are 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. Disposition of $159,004 of principal and accrued interest on outstanding Series A Convertible Promissory Notes as a result of the Issuer's conversion of the principal and accrued interest on the Notes into shares of common stock at a price of $0.404005 per share. The various ProMed Funds still hold $989,583.33 of Series A Convertible Promissory Notes which are convertible by the ProMed Funds at a price of $0.63 per share and which are 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. Patricia Randall, under power of attorney 2007-05-15