Sec Form 4 Filing - Falcon Fund 2 Holding Company, L.P. @ MIMEDX GROUP, INC. - 2023-12-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Falcon Fund 2 Holding Company, L.P. 2. Issuer Name and Ticker or Trading Symbol MIMEDX GROUP, INC. [ MDXG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2023 (Street) THE WOODLANDS, TX77380 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, par value $0.001 per share 12/22/2023 C( 1 ) 28,195,249 A 28,195,249 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 Series B Preferred Stock, par value $0.001 per share $ 3.85 12/22/2023 C 90,000 ( 1 ) ( 1 ) Common Stock 28,195,249 ( 1 ) 0 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Falcon Fund 2 Holding Company, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX77380 X Signatures Falcon Fund 2 Holding Company, L.P., a Delaware limited partnership; By: EW Healthcare Partners Fund 2-UGP, LLC, its general partner; By: Martin P. Sutter, Authorized Signatory /s/ Martin P. Sutter 12/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 22, 2023, all 90,000 shares of Series B Preferred Stock, par value $0.001 per share, with a liquidation preference of $1,000.00 per share ("Series B Preferred Stock"), of MiMedx Group, Inc. (the "Issuer") held by Falcon Fund 2 Holding Company, L.P. (the "Reporting Person"), which were previously acquired by the Reporting Person on June 30, 2020, mandatorily converted into an aggregate 28,195,249 shares of common stock, par value $0.001 per share ("Common Stock"), of the Issuer, in accordance with the terms of the Series B Preferred Stock, which amount is inclusive of 4,818,626 shares of Common Stock issuable to the Reporting Person as a dividend.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.