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 OF SECURITIES 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.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9815 HIGHWAY 98W, UNIT 930 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2009 (Street) MIRAMAR BEACH, FL 32550 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/31/2009   P   1,666,667 A $ 0.6 1,682,222 D   Common Stock 12/31/2009   P   100,000 A $ 0.6 100,000 (4) I By Parker H. Petit Grantor Trust Common Stock 12/31/2009   P   100,000 A $ 0.6 100,000 I By Petit Investments, LP

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

5% Convertible Promissory Note

$ 0.6

12/31/2009

C(1)

$ 500,000

12/31/2009

12/31/2009

Common Stock

833,333

$ 500,000

0

D

Common Stock Warrants (Right to Buy)

$ 0.6

12/21/2009

09/22/2012

Common Stock

0

1,666,667 (2)

D

Common Stock Warrants (Right to Buy)

$ 1.5

12/31/2009

P

833,333

01/01/2010

12/31/2014

Common Stock

833,333

$ 0 (3)

833,333

D

Common Stock Warrants (Right to Buy)

$ 1.5

12/31/2009

P

50,000

01/01/2010

12/31/2014

Common Stock

50,000

$ 0 (3)

50,000 (4)

I

By Parker H. Petit Grantor Trust

Common Stock Warrants (Right to Buy)

$ 1.5

12/31/2009

P

50,000

01/01/2010

12/31/2014

Common Stock

50,000

$ 0 (3)

50,000

I

By Petit Investments, LP

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PETIT PARKER H 9815 HIGHWAY 98W, UNIT 930 MIRAMAR BEACH, FL 32550	X		Chief Executive Officer

Signatures

Michael J. Culumber, by Power of Attorney		01/05/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The 5% Convertible Promissory Note was paid in entirety by the issuer on 12/31/09.
(2)	As a result of the above transaction, in conjunction with the 5% Convertible Promissory Note, the holder was issued warrants to purchase common stock, computed by dividing the aggregate amount of advances under the note by the conversion price and multiplying the resultant quotient by two. The number of derivative securities beneficially owned following the reported transaction on 10/15/09 was incorrectly stated, the revised amount is now properly stated.
(3)	Received one warrant for every two shares of common stock purchased at $.60 per share.
(4)	The reporting person is the trustee of the Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

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