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) Chief Executive Officer (Last) (First) (Middle) C/O MIMEDX GROUP, INC., 1775 WEST OAK COMMONS CT., N.E. 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2013 (Street) MARIETTA, GA 30062 4. If Amendment, Date Original Filed(Month/Day/Year) 11/04/2013 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 11/04/2013   M   250,000 A $ 1 8,935,020 (1) 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

Warrant

$ 1

11/04/2013

M

250,000

11/04/2010

11/04/2013

Common Stock

250,000

$ 0

975,000 (2)

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., N.E. MARIETTA, GA 30062	X	X	Chief Executive Officer

Signatures

/s/ Michael J. Senken, by Power of Attorney		11/04/2013
**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)	Note: This amended Form 4 is being filed to amend the Transaction Code applicable to the reported transaction and the beneficial ownership total in Column 9 of Table I. Includes 5,710,020 shares held directly by Mr. Petit; 150,000 shares held by The Parker H. Petit Grantor Trust, of which he serves as Trustee; 150,000 shares held by Petit Investments, L.P., of which he serves as General partner and limited partner and possesses shared voting and investment control; 975,000 shares held by Cox Road Partners II, LLLP, 975,000 shares help by Cox Road Partners, LLLP and 975,000 shares held by Petit Investments II, L.L.L.P., Limited Liability Partnerships over which Mr. Petit possesses sole voting and investment control. Mr. Petit also has 106,000 shares of unvested restricted stock. He has no voting rights with respect to the unvested restricted stock.
(2)	325,000 warrants held by Cox Road Partners II LLP, 325,000 warrants held by Cox Road Partners LLLP and 325,000 warrants held by Petit Investments II, L.L.L.P., Limited Liability Partnerships over which Mr. Petit possesses sole voting and investment control.

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