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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Musket David B (Last) (First) (Middle) C/O MATRITECH, INC. 330 NEVADA STREET (Street) NEWTON MA 02460 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MATRITECH INC/DE/ [ MZT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/14/2007
	4. 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 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	05/14/2007		C(1)		42,505	A	(1)	108,070	D
Common Stock	05/14/2007		C(2)		393,569	A	(2)	1,710,570	I	By various ProMed Funds(3)

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
Series A Convertible Promissory Notes	(4)	05/14/2007		C(4)			$17,172.43	(4)	(4)	Common Stock	42,505	$0	$106,875	D
Series A Convertible Promissory Notes	(5)	05/14/2007		C(5)			$159,004	(5)	(5)	Common Stock	393,569	$0	$989,583.33	I	By various ProMed Funds(3)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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	05/15/2007
	** 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).
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