FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Falcon Fund 2 Holding Company, L.P.
  2. Issuer Name and Ticker or Trading Symbol
MIMEDX GROUP, INC. [MDXG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
21 WATERWAY AVENUE, SUITE 225		 3. Date of Earliest Transaction (Month/Day/Year)
12/22/2023
(Street)

THE WOODLANDS, TX 77380		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 12/22/2023   C(1)   28,195,249 A (1) 28,195,249 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock, par value $0.001 per share $ 3.85 12/22/2023   C     90,000   (1)   (1) Common Stock 28,195,249 (1) 0 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Falcon Fund 2 Holding Company, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX 77380		     X    

Signatures

 Falcon Fund 2 Holding Company, L.P., a Delaware limited partnership; By: EW Healthcare Partners Fund 2-UGP, LLC, its general partner; By: Martin P. Sutter, Authorized Signatory /s/ Martin P. Sutter   12/27/2023
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On December 22, 2023, all 90,000 shares of Series B Preferred Stock, par value $0.001 per share, with a liquidation preference of $1,000.00 per share ("Series B Preferred Stock"), of MiMedx Group, Inc. (the "Issuer") held by Falcon Fund 2 Holding Company, L.P. (the "Reporting Person"), which were previously acquired by the Reporting Person on June 30, 2020, mandatorily converted into an aggregate 28,195,249 shares of common stock, par value $0.001 per share ("Common Stock"), of the Issuer, in accordance with the terms of the Series B Preferred Stock, which amount is inclusive of 4,818,626 shares of Common Stock issuable to the Reporting Person as a dividend.

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