SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SUTTER MARTIN P (Last) (First) (Middle) 1775 WEST OAK COMMON COURT (Street) MARIETTA GA 30062 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/02/2020	3. Issuer Name and Ticker or Trading Symbol MIMEDX GROUP, INC. [ MDXG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock, par value $.001 per share	(1)(2)(3)	(1)(2)(3)	Common Stock	23,376,623(1)	3.85	I	Fund(4)

Explanation of Responses:

1. The Series B Convertible Preferred Stock (the "Shares") of MiMedx Group, Inc. (the "Company") reported herein were acquired by Falcon Fund 2 Holding Company, L.P., a Delaware limited partnership (the "Fund") on July 2, 2020. The Fund is managed by EW Healthcare Partners Fund 2-UGP, LLC, its general Partner ("EWHP"). EWHP, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Shares held by the Fund. Accordingly, EWHP may be deemed to beneficially own shares of common stock of the Company issuable upon conversion of the Shares (the "Common Stock"). The reporting person disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein.

2. The Fund has the right, at its option, to convert its Shares, in whole or in part, into a number of fully paid and non-assessable shares of Common Stock equal to the Purchase Price Per Share ($1,000), plus any accrued and unpaid dividends divided by $3.85 (the "Conversion Price"), provided that such conversion does not result in the Fund, together with its affiliates, holding more than 19.9% of the votes entitled to be cast at any stockholders meeting or beneficially owning in excess of 19.9% of the then-outstanding shares of Common Stock (the "Beneficial Ownership Cap").

3. The Shares (including any accrued and unpaid dividends) will, subject to the Beneficial Ownership Cap, automatically convert into Common Stock at any time after July 2, 2023, provided that the Common Stock has traded at 200% or more of the Conversion Price for 20 out of 30 consecutive trading days and as of the close of trading on the trading day immediately prior to the date of conversion, the Common Stock has traded at 200% or more of the Conversion Price. To the extent any Shares cannot be converted due to operation of the Beneficial Ownership Cap, it shall remain outstanding and automatically convert at such time as such conversion would be permitted under the Beneficial Ownership Cap.

4. Martin P. Sutter is one of several managers of EWHP (the "Managers"). Each of the Managers may be deemed to exercise shared voting and investment power with respect to the Shares. Each of EWHP and the Managers, including Mr. Sutter who is a member of the Company's board of directors, disclaims beneficial ownership of the shares held by the Fund, except to the extent of any pecuniary interests therein.

Remarks:

	/s/ David Wisniewski, as attorney-in-fact for Martin P. Sutter	07/10/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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POWER OF ATTORNEY
       Know all by these presents, that the undersigned hereby constitutes and appoints the Secretary and any Assistant Secretary, or any of them signing individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (i) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; and (ii) to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the SEC as a result of the undersigned's ownership of or transactions in securities of MiMedx Group, Inc.
       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of MiMedx Group, Inc., unless earlier revoked in writing. The undersigned acknowledges that the attorneys-in-fact are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Dated:     July 7, 2020        /s/ Martin P. Sutter