0001017832-20-000002.txt : 20200710 0001017832-20-000002.hdr.sgml : 20200710 20200710161647 ACCESSION NUMBER: 0001017832-20-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200702 FILED AS OF DATE: 20200710 DATE AS OF CHANGE: 20200710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUTTER MARTIN P CENTRAL INDEX KEY: 0001017832 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35887 FILM NUMBER: 201023326 MAIL ADDRESS: STREET 1: 2170 BUCKTHORNE PLACE STREET 2: SUITE 170 CITY: THE WOODLAND STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MIMEDX GROUP, INC. CENTRAL INDEX KEY: 0001376339 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 262792552 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1775 W OAK COMMONS COURT, NE CITY: MARIETTA STATE: GA ZIP: 30062 BUSINESS PHONE: (770) 651-9100 MAIL ADDRESS: STREET 1: 1775 W OAK COMMONS COURT, NE CITY: MARIETTA STATE: GA ZIP: 30062 FORMER COMPANY: FORMER CONFORMED NAME: Alynx, Co. DATE OF NAME CHANGE: 20060922 3 1 wf-form3_159441219351832.xml FORM 3 X0206 3 2020-07-02 0 0001376339 MIMEDX GROUP, INC. MDXG 0001017832 SUTTER MARTIN P 1775 WEST OAK COMMON COURT MARIETTA GA 30062 1 0 1 0 Series B Preferred Stock, par value $.001 per share 3.85 Common Stock 23376623.0 I Fund The Series B Convertible Preferred Stock (the "Shares") of MiMedx Group, Inc. (the "Company") reported herein were acquired by Falcon Fund 2 Holding Company, L.P., a Delaware limited partnership (the "Fund") on July 2, 2020. The Fund is managed by EW Healthcare Partners Fund 2-UGP, LLC, its general Partner ("EWHP"). EWHP, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Shares held by the Fund. Accordingly, EWHP may be deemed to beneficially own shares of common stock of the Company issuable upon conversion of the Shares (the "Common Stock"). The reporting person disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein. The Fund has the right, at its option, to convert its Shares, in whole or in part, into a number of fully paid and non-assessable shares of Common Stock equal to the Purchase Price Per Share ($1,000), plus any accrued and unpaid dividends divided by $3.85 (the "Conversion Price"), provided that such conversion does not result in the Fund, together with its affiliates, holding more than 19.9% of the votes entitled to be cast at any stockholders meeting or beneficially owning in excess of 19.9% of the then-outstanding shares of Common Stock (the "Beneficial Ownership Cap"). The Shares (including any accrued and unpaid dividends) will, subject to the Beneficial Ownership Cap, automatically convert into Common Stock at any time after July 2, 2023, provided that the Common Stock has traded at 200% or more of the Conversion Price for 20 out of 30 consecutive trading days and as of the close of trading on the trading day immediately prior to the date of conversion, the Common Stock has traded at 200% or more of the Conversion Price. To the extent any Shares cannot be converted due to operation of the Beneficial Ownership Cap, it shall remain outstanding and automatically convert at such time as such conversion would be permitted under the Beneficial Ownership Cap. Martin P. Sutter is one of several managers of EWHP (the "Managers"). Each of the Managers may be deemed to exercise shared voting and investment power with respect to the Shares. Each of EWHP and the Managers, including Mr. Sutter who is a member of the Company's board of directors, disclaims beneficial ownership of the shares held by the Fund, except to the extent of any pecuniary interests therein. /s/ David Wisniewski, as attorney-in-fact for Martin P. Sutter 2020-07-10 EX-24 2 sutter-secpowerofattorney.htm SUTTERPOA

POWER OF ATTORNEY
       Know all by these presents, that the undersigned hereby constitutes and appoints the Secretary and any Assistant Secretary, or any of them signing individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (i) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; and (ii) to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the SEC as a result of the undersigned's ownership of or transactions in securities of MiMedx Group, Inc.
       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of MiMedx Group, Inc., unless earlier revoked in writing. The undersigned acknowledges that the attorneys-in-fact are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Dated:     July 7, 2020        /s/ Martin P. Sutter