Ownership Submission
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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(Print or Type Responses)
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 (Month/Day/Year)
02/25/2014
(Street)

MARIETTA, GA 30062		 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
Restricted Common Stock 02/25/2014   A   57,037 (1) A $ 7.24 5,834,884 (2) D  

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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
Stock Option $ 7.24 02/25/2014   A   177,110   02/25/2015(3) 02/24/2024 Common Stock 177,110 $ 0 3,339,610 D  

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, GA 30062		   X   X   Chairman & CEO  

Signatures

 /s/ Michael J. Senken, by Power of Attorney   02/27/2014
**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 Restricted Shares vest over three years in equal installments on the 1st, 2nd and 3rd anniversary dates of the grant.
(2) Number of shares held directly by Mr. Petit, including 163,037 shares of Restricted Stock which vest in equal installments over first three anniversary dates of the grants. Mr. Petit also beneficially owns 150,000 shares held by The Parker H. Petit Grantor Trust, of which he serves as Trustee; 150,000 shares held by Petit Investments LP of which he serves as General partner and limited partner and possesses shared voting and investment control; and 1,250,000 shares held by Cox Road Partners II LLP, 1,250,000 shares held by Cox Road Partners LLLP and 1,250,000 shares held by Petit Investments LLLP II, Limited Liability Partnerships over which Mr. Petit possesses sole voting and investment control.
(3) The options vest in three equal installments over the first three anniversary dates of the grant.

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