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) 03/24/2014 (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 Common Stock 03/24/2014   J(1)   1,250,000 D $ 0 0 I by Petit Investments, L.L.L.P. II Common Stock 11/11/2014   G(2) V 35,332 D $ 0 4,499,552 D   Common Stock 11/19/2014   G(2) V 63,493 D $ 0 4,436,059 (3) 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

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		12/19/2014
**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)	On March 24, 2014, for estate planning purposes, Mr. Petit transferred his interest and no longer served as manager of Petit Management Company, LLC, the general partner of Petit Investments, L.L.L.P. II. As such, Mr. Petit is no longer the beneficial owner of the shares owned by Petit Investments, L.L.L.P. II.
(2)	Gift of shares to a 501(c)(3) organization.
(3)	Number of shares held directly includes 177,705 shares of Restricted Stock, which vest in equal installments over the first three anniversary dates of the grants. Mr. Petit also indirectly beneficially owns 1,250,000 shares held by Cox Road Partners II, LLLP, 1,250,000 shares held by Cox Road Partners, LLLP, and an aggregate of 1,350,000 shares held indirectly by six (6) Grantor Retained Annuity Trusts (GRATs).

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