Mzt Holdings, Inc. - Statement of Changes in Beneficial Ownership (4)
January 02 2008 - 2:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Musket David B
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2. Issuer Name
and
Ticker or Trading Symbol
MZT Holdings, Inc.
[
MZT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MZT HOLDINGS, INC., 330 NEVADA STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2007
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(Street)
NEWTON, MA 02460
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Conv Promissory Notes
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(1)
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12/24/2007
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D
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$1049359.63
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(2)
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(2)
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Common Stock
(3)
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(3)
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$0
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$193421.47
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I
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By various ProMed Funds
(4)
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Series B Conv Promissory Notes
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(1)
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12/24/2007
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D
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$613894.64
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(2)
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(2)
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Common Stock
(5)
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(5)
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$0
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524188.23
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I
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By various ProMed Funds
(4)
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Series A Conv Preferred Stock
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(6)
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12/27/2007
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D
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50692
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(7)
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(7)
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Common Stock
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637270
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$0
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0
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I
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By various ProMed Funds
(4)
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Series A Conv Preferred Stock
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(6)
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12/27/2007
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D
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6676
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(7)
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(7)
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Common Stock
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83926
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$0
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0
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D
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Series A Conv Promissory Notes
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(1)
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12/31/2007
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D
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$23380.15
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(2)
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(2)
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Common Stock
(3)
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(3)
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$0
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165550.85
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I
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By various ProMed Funds
(4)
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Series B Conv Promissory Notes
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(1)
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12/31/2007
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D
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$68560.43
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(2)
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(2)
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Common Stock
(5)
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(5)
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$0
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456952.76
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I
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By various ProMed Funds
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Series A Conv Promissory Notes
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(1)
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1/2/2008
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D
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165675.13
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(2)
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(2)
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Common Stock
(3)
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(3)
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$0
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0
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I
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By various ProMed Funds
(4)
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Series B Conv Promissory Notes
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(1)
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1/2/2008
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D
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$457281.94
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(2)
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(2)
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Common Stock
(5)
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(5)
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$0
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0
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I
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By various ProMed Funds
(4)
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Series A Conv Promissory Notes
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(1)
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1/2/2008
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D
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$134674.94
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(2)
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(2)
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Common Stock
(3)
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(3)
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$0
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0
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D
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Series B Conv Promissory Notes
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(1)
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1/2/2008
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D
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$356806.51
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(2)
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(2)
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Common Stock
(5)
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(5)
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$0
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0
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D
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Explanation of Responses:
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(
1)
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The promissory notes were satisfied after maturity by cash payment by the issuer of principal, accrued interest and premium.
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(
2)
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The maturity date of the promissory notes was December 13, 2007.
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(
3)
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The holder of the Series A Convertible Promissory Notes had the right to convert them into shares of common stock of the issuer at a conversion price of $0.63 per share.
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(
4)
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ProMed Funds include 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 any other purpose.
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(
5)
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The holder of the Series B Convertible Promissory Notes had the right to convert them into shares of common stock of the issuer at a conversion price of $0.63 per share.
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(
6)
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The liquidation preference of the Series A Convertible Preferred Stock paid by the issuer was $8.80 per share.
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(
7)
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The Series A Convertible Preferred Stock was convertible at the option of the holder into shares of the issuer's common stock at any time without payment of further consideration.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Musket David B
C/O MZT HOLDINGS, INC.
330 NEVADA STREET
NEWTON, MA 02460
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X
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X
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Signatures
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Patricia Randall, under power of attorney
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1/2/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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