UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                              May 9, 2019

  By E-Mail

  Aneliya S. Crawford, Esq.
  Schulte Roth & Zabel LLP
  919 Third Avenue
  New York, NY 10022

          Re:     MiMedx Group, Inc.
                  Soliciting Materials filed pursuant to Rule 14a-12 on May 2,
2019
                  Filed by Parker H. Petit, David J. Furstenberg, and Shawn P.
George
                  File No. 001-35887

  Dear Ms. Crawford:

          We have reviewed your filing and have the following comments.

  1.      Please provide us support for your statement that "[e]xecutive
management disagreed
          with [the] decision" to restate its revenues for the years 2012-2016.

  2.      You state that the announcement of the termination of certain
individuals from the
          company for cause has created a "false impression" that those
individuals "committed
          some kind of malfeasance at the company..." and that "[n]othing could
be further from
          the truth." Please provide us supplemental support for these
statements.

  3.      You state that "If the company's revenues were accounted for
incorrectly, then ultimate
          responsibility for that shortcoming lies squarely with the Audit
Committee..." Please
          revise your disclosure to clarify why management would not have been
responsible for
          any accounting issues.

  4.      Please provide support for your assertions about Mr. Dewberry's
ongoing training about
          GAAP, SEC interpretations of GAAP rules and their impact on the
company's
          accounting practices.

  5.      Please provide us supplemental support for your assertion that
"Management proactively
          informed the Audit Committee on a regular basis about the timing and
quantity of
          distributor orders, accounts receivable and its aging or DSOs."

  6.      Please provide us supplemental support for your assertion that Cherry
Bekaert issued
          unqualified audit reports on MiMedx's financial statements and its
systems of internal
          controls over financial reporting.

  7.      Refer to your disclosure that "there was a publication of an email
written by one or more
 Aneliya S. Crawford, Esq.
Schulte Roth & Zabel LLP
May 9, 2019
Page 2

      persons falsely claiming to be an anonymous MiMedx employee" (emphasis in
original).
      Please provide support for your assertion that the author of the
referenced email "falsely"
      claimed to be a company employee.

8.    Please provide us support for your assertion that Mr. Cohodes conducted
an "illegal
      short-and-distort campaign..."

9.    Please provide us support for your stated belief that the audit committee
"has been
      advised that the `standard playbook' for boards of directors seeking to
placate
      government investigators is to conduct an internal investigation,
identify individual
      `wrongdoers,' dismiss them, enact other `remedial' measures, and then
declare that there
      is nothing more the government needs to do."

10.   Note that you must avoid issuing statements that directly or indirectly
impugn the
      character, integrity or personal reputation or make charges of illegal,
improper or
      immoral conduct without factual foundation. Provide us supplementally, or
disclose, the
      factual foundation for the assertions referenced above. In this regard,
note that the factual
      foundation for such assertion must be reasonable. Refer to Rule 14a-9.
Please provide
      support for the following disclosure:

             "The Audit Committee's desire to protect itself overwhelmed its
business
             judgment and led it to recommend actions that were unwarranted,
unnecessary,
             made no business sense, and badly damaged the Company. The
Committee's
             decision was also self-interested inasmuch as it created
opportunities for certain
             committee members and other managers to take on elevated roles."
             "Also, executive management believes that the development and
acceptance of
             the KPMG `opinion' on restatement was pushed by the Audit
Committee for their
             own personal reasons in June, 2018. Very specifically, to deflect
any concerns
             over revenue recognition to executive management rather than the
Audit
             Committee. Once that recommendation was accepted by the Board,
then they
             could point to `for cause' terminations of certain financial
managers and later
             executive management. Thus, a `takeover' began of the Board and
Company by a
             few inexperienced Board members using the investigation as a
manipulative
             tool. The subsequent business decisions have been disastrous and
very damaging
             to the Company and its shareholders."

      Please direct any questions to me at (202) 551-3619.

                                                            Sincerely,

                                                            /s/ Daniel F.
Duchovny
                                                            Daniel F. Duchovny
                                                            Special Counsel
                                                            Office of Mergers
and Acquisitions