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SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX
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BBERG@SIDLEY.COM +1 312 853 8744 |
Via EDGAR
May 29, 2019
Mr. Daniel F. Duchovny
Special Counsel, Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | MiMedx Group, Inc. |
Request to Shorten Preliminary Proxy Statement Review Period for Good Cause
Ladies and Gentlemen:
Our client, MiMedx Group, Inc. (the “Company”), has filed a preliminary proxy statement in respect of the Company’s 2018 annual meeting of shareholders (the “Annual Meeting”). We respectfully request that the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) shorten the ten-day review period for a preliminary proxy statement provided for by Rule 14a-6 of Regulation 14A promulgated under the Section 14 of the Securities Exchange Act of 1934, as amended.
Rule 14a-6 allows the Commission to authorize a shorter review period upon a showing of good cause. Good cause exists because the Company only today received exemptive relief from the Commission permitting the Company to file its preliminary proxy statement, and pursuant to an April 26, 2019 order entered by the Circuit Court for the Second Judicial Circuit in and for Leon County Florida, the Company has been compelled to hold the Annual Meeting on June 17, 2019. The Company will not have sufficient time to solicit proxies if it is subject to the ten-day review period for its preliminary proxy statement. Additionally, the Company is currently facing a proxy contest, with respect to which the Company must respond and provide recommendations to its shareholders through its own proxy solicitation materials.
The Company thanks the Commission for its time and consideration.
Please direct any questions that you may have with respect to the foregoing or any requests for supplemental information to Beth E. Berg at (312)-853-8744 or bberg@sidley.com.
| Sincerely,
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| /s/ Beth E. Berg |
| Beth E. Berg |
| cc: | Edward Borkowski, Interim Chief Financial |
Officer, MiMedx Group, Inc. (by email)
Alexandra Haden, General Counsel and
Secretary, MiMedx Group, Inc. (by email)
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