| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No. )*
MiMedx Group, Inc.
(Name of Issuer)
Common Stock, par value, $0.001 per share
(Title of Class of Securities)
602496101
(CUSIP Number)
April 9, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 602496101 | |||||
| 1. | Names
of Reporting Persons MAK Capital One L.L.C. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power | |||
| 6. | Shared
Voting Power 5,684,152 | ||||
| 7. | Sole Dispositive Power | ||||
| 8. | Shared
Dispositive Power 5,684,152 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,684,152 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 5.2%1 | ||||
| 12. | Type
of Reporting Person (See Instructions) IA | ||||
1 The calculation is based upon 109,347,613 shares of Common Stock outstanding as of December 31, 2017, as provided by the Issuer to Parker H. Petit in connection with the filing of his Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2018. Since such date, the Issuer has not reported its number of outstanding shares of Common Stock in any filing made by the Issuer with the SEC.
| Page 2 of 9 |
| CUSIP No. 602496101 | |||||
| 1. | Names
of Reporting Persons Michael A. Kaufman | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power | |||
| 6. | Shared
Voting Power 5,684,152 | ||||
| 7. | Sole Dispositive Power | ||||
| 8. | Shared
Dispositive Power 5,684,152 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,684,152 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 5.2%2 | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
2 The calculation is based upon 109,347,613 shares of Common Stock outstanding as of December 31, 2017, as provided by the Issuer to Parker H. Petit in connection with the filing of his Schedule 13D/A filed with the SEC on February 6, 2018. Since such date, the Issuer has not reported its number of outstanding shares of Common Stock in any filing made by the Issuer with the SEC.
| Page 3 of 9 |
| CUSIP No. 602496101 | |||||
| 1. | Names
of Reporting Persons MAK Capital Fund LP | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Bermuda | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power | |||
| 6. | Shared
Voting Power 4,225,900 | ||||
| 7. | Sole Dispositive Power | ||||
| 8. | Shared
Dispositive Power 4,225,900 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,225,900 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 3.9%3 | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
3 The calculation is based upon 109,347,613 shares of Common Stock outstanding as of December 31, 2017, as provided by the Issuer to Parker H. Petit in connection with the filing of his Schedule 13D/A filed with the SEC on February 6, 2018. Since such date, the Issuer has not reported its number of outstanding shares of Common Stock in any filing made by the Issuer with the SEC.
| Page 4 of 9 |
| CUSIP No. 602496101 | |||||
| 1. | Names
of Reporting Persons MAK-ro Capital Master Fund LP | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | x | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Cayman Islands | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power | |||
| 6. | Shared
Voting Power 1,458,252 | ||||
| 7. | Sole Dispositive Power | ||||
| 8. | Shared
Dispositive Power 1,458,252 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,458,252 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 1.3%4 | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
4 The calculation is based upon 109,347,613 shares of Common Stock outstanding as of December 31, 2017, as provided by the Issuer to Parker H. Petit in connection with the filing of his Schedule 13D/A filed with the SEC on February 6, 2018. Since such date, the Issuer has not reported its number of outstanding shares of Common Stock in any filing made by the Issuer with the SEC.
| Page 5 of 9 |
| Item 1. | |||
| (a) | Name
of Issuer MIMEDX GROUP, INC. | ||
| (b) | Address
of Issuer’s Principal Executive Offices 1775 WEST OAK COMMONS COURT NE, MARIETTA, GA 30062 | ||
| Item 2. | |||
| (a) | Name
of Person Filing i. MAK Capital One L.L.C. (“MAK Capital”); ii. Michael A. Kaufman (“Mr. Kaufman”); iii. MAK Capital Fund LP (“MAK Fund”); iv. MAK-ro Capital Master Fund LP (“MAK-ro Fund” and collectively, the “Reporting Persons”).
| ||
| (b) | Address
of Principal Business Office or, if none, Residence The principal business address of (i) MAK Capital and Mr. Kaufman is 590 Madison Avenue, Suite 2401, New York, NY 10022; (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda; (iii) MAK-ro Fund is c/o HMS Cayman Ltd., Grand Pavilion, West Bay Road, Grand Cayman, Cayman Islands. | ||
| (c) | Citizenship Mr. Kaufman is a United States citizen. MAK Fund is a Bermuda limited partnership. MAK-ro Fund is a Cayman Islands exempted company. | ||
| (d) | Title
of Class of Securities Common | ||
| (e) | CUSIP
Number 602496101 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
| Page 6 of 9 |
| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: 5,684,152 | ||
| (b) | Percent of class: 5.2% | ||
| (c) | Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote Not applicable. | ||
| (ii) | Shared power to vote or to direct the vote Mr. Kaufman, MAK Fund and MAK Capital have shared power to vote or direct the vote of the 4,225,900 shares owned by MAK Fund. Mr. Kaufman, MAK Capital and MAK-ro Fund have shared power to vote or direct the vote of the 1,458,252 shares owned by MAK-ro Capital Fund. | ||
| (iii) | Sole power to dispose or to direct the disposition of Not applicable. | ||
| (iv) | Shared power to dispose or to direct the disposition of Mr. Kaufman, MAK Fund and MAK Capital have shared power to dispose or direct the disposition of the 4,225,900 shares owned by MAK Fund. Mr. Kaufman, MAK Capital, MAK-ro Fund and MAK-ro Capital Fund have shared power to dispose or direct the disposition of the 1,458,252 shares owned by MAK-ro Capital Fund. | ||
| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
| Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not applicable. | |||
| Page 7 of 9 |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | |
| Page 8 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 18, 2019
| MAK CAPITAL ONE L.L.C. | |
| By: | /s/ Michael A. Kaufman |
| Michael A. Kaufman, Managing Member | |
| /s/ Michael A. Kaufman | |
| MICHAEL A. KAUFMAN | |
| MAK CAPITAL FUND LP | |
| By: MAK GP LLC, general partner | |
| By: | /s/ Michael A. Kaufman |
| Michael A. Kaufman, Managing Member | |
| MAK-RO CAPITAL MASTER FUND LP | |
| By: MAK GP LLC, general partner | |
| By: | /s/ Michael A. Kaufman |
| Michael A. Kaufman, Managing Member | |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
| Page 9 of 9 |
EXHIBIT 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of April 18, 2019, is by and among MAK Capital One L.L.C., Michael A. Kaufman, MAK Capital Fund LP and MAK-ro Capital Master Fund LP.
Pursuant to and in accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the filers hereby agree to be responsible for the timely filing of the Schedule 13G and any amendments thereto on behalf of the filers, and for the completeness and accuracy of the information concerning itself contained therein. Each of the filers hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.
| MAK CAPITAL ONE L.L.C. | |
| By: | /s/ Michael A. Kaufman |
| Michael A. Kaufman, Managing Member | |
| /s/ Michael A. Kaufman | |
| MICHAEL A. KAUFMAN | |
| MAK CAPITAL FUND LP | |
| By: MAK GP LLC, general partner | |
| By: | /s/ Michael A. Kaufman |
| Michael A. Kaufman, Managing Member | |
| MAK-RO CAPITAL MASTER FUND LP | |
| By: MAK GP LLC, general partner | |
| By: | /s/ Michael A. Kaufman |
| Michael A. Kaufman, Managing Member | |