MIMEDX GROUP, INC. — Director's Dealing 2014

Jan 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIMEDX GROUP, INC. (MDXG)
CIK: 0001376339
Period of Report: 2014-01-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-17	Common Stock	S	50000	$8.28	Disposed	925000	Indirect
2014-01-20	Common Stock	M	325000	$0.73	Acquired	1250000	Indirect
2014-01-17	Common Stock	S	50000	$8.28	Disposed	925000	Indirect
2014-01-20	Common Stock	M	325000	$0.73	Acquired	1250000	Indirect
2014-01-17	Common Stock	S	50000	$8.28	Disposed	925000	Indirect
2014-01-20	Common Stock	M	325000	$0.73	Acquired	1250000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-20	Warrant	$0.73	M	325000	Disposed	2014-02-19	Common Stock (325000)	Indirect
2014-01-20	Warrant	$0.73	M	325000	Disposed	2014-02-19	Common Stock (325000)	Indirect
2014-01-20	Warrant	$0.73	M	325000	Disposed	2014-02-19	Common Stock (325000)	Indirect

Footnotes

F1: 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.

F2: Owned by Cox Road Partners, L.L.L.P., over which Mr. Petit possesses sole voting and investment control.

F3: Owned by Cox Road Partners II, L.L.L.P. over which Mr. Petit possesses sole voting & investment control.

F4: Owned by Petit Investments II, L.L.L.P. over which Mr. Petit possesses sole voting and investment control.