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* BROWN REBECCAH COVERT (Last) (First) (Middle) C/O MIMEDX, INC. 1234 AIRPORT RD., STE. 105 (Street) DESTIN FL 32541 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/08/2008	3. Issuer Name and Ticker or Trading Symbol MIMEDX GROUP, INC. [ MDXG.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) COO, EVP & Sec. of Sub.	5. If Amendment, Date of Original Filed (Month/Day/Year) 02/14/2008
			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
Stock Option	(1)	12/12/2015	Common Stock	100,000(3)	1.8(2)(3)	D
Stock Option	(4)	12/14/2016	Common Stock	50,000(3)	1.8(3)(5)	D

Explanation of Responses:

1. 50% of the option vested on the date of grant, December 13, 2005; 25% vested on September 1, 2007; and the final 25% vested on September 1, 2008. The vesting schedule was previously reported incorrectly due to a clerical error.

2. Received in exchange for a stock option to acquire 100,000 shares of MiMedx, Inc. common stock for $1.80 per share in connection with the merger of MiMedx, Inc. with and into MMX Acquisition Corp., a wholly-owned subsidiary of MiMedx Group, Inc.

3. The information contained in this report reflects a 0.3234758-for-1 reverse stock split that occurred on March 31, 2008.

4. 25% of the option vested on the date of grant, December 15, 2006, with an additional 25% vesting in equal installments on each of March 31 of 2008, 2009, and 2010. Options for 25,000 shares are currently exercisable. The vesting schedule was previously reported incorrectly due to a clerical error.

5. Received in exchange for a stock option to acquire 50,000 shares of MiMedx, Inc. common stock for $1.80 per share in connection with the merger of MiMedx, Inc. with and into MMX Acquisition Corp., a wholly-owned subsidiary of MiMedx Group, Inc.

Remarks:

	/s/ V. Nicole Teal, pursuant to a POA filed previously with the SEC	09/18/2008
	** 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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