MIMEDX GROUP, INC. — Director's Dealing 2014

Oct 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIMEDX GROUP, INC. (MDXG)
CIK: 0001376339
Period of Report: 2014-10-09

Reporting Person: PETIT PARKER H (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-09	Common Stock	G	39240	$0.0	Disposed	4484884	Direct
2014-10-29	Common Stock	A	50000	$0.0	Acquired	4534884	Direct

Footnotes

F1: 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.

F2: Grant of Restricted Stock, which vests in equal installments over the first three anniversary dates of the grant.

F3: 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.