Sec Form 4/A Filing - PETIT PARKER H @ MIMEDX GROUP, INC. - 2013-10-18

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PETIT PARKER H 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) Chief Executive Officer (Last) (First) (Middle) C/O MIMEDX GROUP, INC., 1775 WEST OAK COMMONS CT, N.E. 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2013 (Street) MARIETTA, GA30062 4. If Amendment, Date Original Filed (MM/DD/YY) 10/18/2013 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/18/2013 M 150,000 A $ 1 8,685,020 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant $ 1 10/18/2013 M 150,000 10/20/2010 10/20/2013 Common Stock 150,000 $ 0 1,225,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETIT PARKER H C/O MIMEDX GROUP, INC. 1775 WEST OAK COMMONS CT, N.E. MARIETTA, GA30062 X X Chief Executive Officer Signatures /s/ Michael J. Senken, by Power of Attorney 10/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Note: This amended Form 4 is being filed to amend the Transaction Code applicable to the reported transaction and the beneficial ownership total in Column 9 of Tables I and II. Includes 5,540,020 shares held directly by Mr. Petit; 150,000 shares held by The Parker H. Petit Grantor Trust, of which he serves as Trustee; 150,000 shares held by Petit Investments, L.P., of which he serves as General partner and limited partner and possesses shared voting and investment control; and 975,000 shares held by Cox Road Partners II, LLLP, 975,000 shares held by Cox Road Partners, LLLP and 975,000 shares held by Petit Investments II, L.L.L.P., Limited Liability Partnerships over which Mr. Petit possesses sole voting and investment control. ( 2 )Includes 250,000 warrants held directly by Mr. Petit and 325,000 held by each of Cox Road Partners II, LLLP, Cox Road Partners, LLLP and Petit Investments II, L.L.L.P. Mr. Petit also has 80,000 shares of unvested restricted stock. He has no voting rights with respect to the unvested restricted stock.

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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