Sec Form 4 Filing - PETIT PARKER H @ MIMEDX GROUP, INC. - 2014-10-09

FORM 4 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) Chairman & CEO (Last) (First) (Middle) C/O MIMEDX GROUP, INC., 1775 WEST OAK COMMONS CT., NE 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2014 (Street) MARIETTA, GA30062 4. If Amendment, Date Original Filed (MM/DD/YY) 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 10/09/2014 G V 39,240 ( 1 ) D $ 0 4,484,884 D Common Stock 10/29/2014 A 50,000 ( 2 ) A $ 0 4,534,884 ( 3 ) 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

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., NE MARIETTA, GA30062 X X Chairman & CEO Signatures /s/ Michael J. Senken, by Power of Attorney 10/31/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In prior reports, Mr. Petit reported beneficial ownership of 150,000 shares of MDXG common stock owned by Petit Investments LP. The 39,240 shares were distributed to Mr. Petit as a liquidating distribution of Petit Investments LP and were subsequently disposed of by gift. ( 2 )Grant of Restricted Stock, which vests in equal installments over the first three anniversary dates of the grant. ( 3 )Number of shares held directly by Mr. Petit, including 177,705 shares of Restricted Stock, which vest in equal installments over first three anniversary dates of the grants. Mr. Petit also beneficially owns 1,250,000 shares held by Cox Road Partners II LLP, 1,250,000 shares held by Cox Road Partners LLLP, 1,250,000 shares held by Petit Investments LLLP II, and an aggregate of 1,350,000 shares held by six (6) Grantor Retained Annuity Trusts (GRATs). In prior reports, the shares held by the GRATs were reported as held by Mr. Petit directly.

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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