SEC FORM 4

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

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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^*

PETIT PARKER H

(Last)

(First)

(Middle)

C/O MIMEDX GROUP, INC.

1775 WEST OAK COMMONS CT., N.E.

(Street)

MARIETTA

30062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MIMEDX GROUP, INC. [ MDXG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/17/2014		S		50,000⁽²⁾	D	$8.28	925,000⁽¹⁾	I	by Cox Road Partners, L.L.L.P.
Common Stock	01/20/2014		M		325,000⁽²⁾	A	$0.73	1,250,000⁽¹⁾	I	by Cox Road Partners, L.L.L.P.
Common Stock	01/17/2014		S		50,000⁽³⁾	D	$8.28	925,000⁽¹⁾	I	by Cox Road Partners II, L.L.L.P.
Common Stock	01/20/2014		M		325,000⁽³⁾	A	$0.73	1,250,000⁽¹⁾	I	by Cox Road Partners II, L.L.L.P.
Common Stock	01/17/2014		S		50,000⁽⁴⁾	D	$8.28	925,000⁽¹⁾	I	by Petit Investments II, L.L.L.P.
Common Stock	01/20/2014		M		325,000⁽⁴⁾	A	$0.73	1,250,000⁽¹⁾	I	by Petit Investments II, L.L.L.P.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$0.73	01/20/2014		M			325,000	02/19/2009	02/19/2014	Common Stock	325,000⁽²⁾	$0	0	I	by Cox Road Partners, L.L.L.P.
Warrant	$0.73	01/20/2014		M			325,000	02/19/2009	02/19/2014	Common Stock	325,000⁽³⁾	$0	0	I	by Cox Road Partners II, L.L.L.P.
Warrant	$0.73	01/20/2014		M			325,000	02/19/2009	02/19/2014	Common Stock	325,000⁽⁴⁾	$0	0	I	by Petit Investments II, L.L.L.P.

Explanation of Responses:

1. In addition, Mr. Petit owns directly 5,671,847 shares of Common Stock and 106,000 unvested shares of restricted stock which vest in equal installments over three years. Mr. Petit does not have the right to vote the unvested shares of restricted stock. Mr. Petit also beneficially owns 150,000 shares held by The Parker H. Petit Grantor Trust, of which he serves as Trustee and 150,000 shares held by Petit Investments, L.P., of which he serves as General partner and limited partner.

2. Owned by Cox Road Partners, L.L.L.P., over which Mr. Petit possesses sole voting and investment control.

3. Owned by Cox Road Partners II, L.L.L.P. over which Mr. Petit possesses sole voting & investment control.

4. Owned by Petit Investments II, L.L.L.P. over which Mr. Petit possesses sole voting and investment control.

Remarks:

	/s/ Michael J. Senken, by Power of Attorney	01/20/2014
	** 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).
** 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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