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] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MIMEDX GROUP, INC., 811 LIVINGSTON COURT, SUITE B 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2010 (Street) MARIETTA, GA 30067 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 11/15/2010   P   600,000 A $ 1 3,630,258 (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

5% Convertible Promissory Note

$ 1

10/20/2010

P

150,000

10/21/2010

12/31/2010

Common Stock

150,000

$ 0

3,066,666

D

Warrant (2)

$ 1

10/20/2010

P

150,000

01/01/2011

10/20/2013

Common Stock

150,000

$ 1

3,216,666

D

5% Convertible Promissory Note

$ 1

11/04/2010

P

250,000

11/05/2010

12/31/2010

Common Stock

250,000

$ 0

3,466,666

D

Warrant (2)

$ 1

11/04/2010

P

250,000

01/01/2011

11/04/2013

Common Stock

250,000

$ 1

3,716,666

D

Warrant (3)

$ 1.5

01/01/2011

11/15/2015

Common Stock

300,000

4,016,666

D

Warrant

$ 0.6

12/31/2010

G

280,000

12/21/2009

09/22/2012

Common Stock

280,000

$ 0.6

3,736,666

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PETIT PARKER H C/O MIMEDX GROUP, INC. 811 LIVINGSTON COURT, SUITE B MARIETTA, GA 30067		X	Chief Executive Officer

Signatures

/s/ Michael J. Senken, by Power of Attorney		01/04/2011
**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)	Number of shares held directly by Mr. Petit. Mr. Petit also beneficially owns 150,000 shares held by the Parker H. Petit Grantor Trust, of which he serves as the 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 975,000 shares held by Cox Road Partners II LLP, 975,000 shares held by Cox Road Partners LLLP, and 975,000 shares held by Petit Investments LLLP II, limited liability limited partnerships over which Mr. Petit possesses sole voting and investment control.
(2)	In conjunction with the 5% Convertible Promissory Note, the holder was issued warrants to purchase common stock.
(3)	In conjunction with the purchase of common stock listed in table 1 above, the holder was issued warrants to purchase common stock.

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