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Writer’s Direct Number	Writer’s E-mail Address
212.756.2372	Aneliya.Crawford@srz.com

May 8, 2019

VIA E-MAIL AND EDGAR

Daniel F. Duchovny

Special Counsel, Office of Mergers and Acquisitions

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

MiMedx Group, Inc.

Soliciting Materials filed pursuant to Rule 14a-12 on April 29, 2019
Filed by Parker H. Petit, David J. Furstenberg, and Shawn P. George

File No. 001-35887

Dear Mr. Duchovny:

On behalf of Parker H. Petit, David J. Furstenberg, and Shawn P. George (collectively, the “Filing Persons”), we are responding to your letter dated May 2, 2019 in connection with the soliciting materials filed pursuant to Rule 14a-12 on April 29, 2019 (the “Soliciting Materials”) with respect to MiMedx Group, Inc. (the “Company”). We have reviewed the comments of the staff (the “Staff”) of the Securities and Exchange Commission and respond below. For your convenience, the comments are restated below in italics, with our responses following.

1. Please revise the answer to the question “Which directors will be elected at the June 17^th Annual Meeting?” to remove the possibility that more than three directors will be elected. We note that the court order is limited to the three seats designated as Class II directors. Please ensure that if the disclosure referenced in this comment letter is revised in additional filings you also make the revisions to the materials on your website.

In response to the Staff’s Comment, the Filing Persons reference to “at least” the three seats designated by the Class II directors was made, in part, due to the court’s ruling on April 3, 2019 and the Court’s Order on April 26, 2019. In the April 3 hearing, the Court stated, on page 36 of the hearing transcript, the following:

Mr. Duchovny

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May 8, 2019

THE COURT: All right. Well, what my intent to do is, just so everyone will know, is not a perfect remedy, but my intent is to order a meeting, is to order it on June 17th, which is a Monday, at the corporate headquarters, wherever that is in Georgia. I am not declaringthat they’ve got to do two sets of directors, although by that time I think the third one will be expired. But we’re going to have a meeting. . . rough me out an order.

Attached as Exhibit A hereto is a copy of the transcript from the Court.

In addition, in a complaint filed April 18, 2019, the plaintiff in City of Hialeah Employees’ Retirement System v. MiMedx Group, Inc. is seeking a court order to either have the three Class III directors also elected at the June 17th meeting or to have the court compel a second meeting shortly after the June 17th meeting for the election of the Class III directors.¹ As such, it is not yet known how many directors will be up for election, but based on the court order it would be at least three Class II directors.

Additionally, we understand from the Leon County Circuit Clerk’s docket that the Company is appealing the order, and just Friday, moved in the First District Court of Appeals for expedited consideration of a motion to stay the June 17, 2019 meeting, even while a similar motion to stay remains pending before Judge Carroll. We understand further that a response to the expedited motion to stay is due by Hialeah in the First District Court of Appeals on or before May 8, 2019. It is unknown when the First District Court of Appeals will rule upon the appeal, but it is certainly likely it will be in greater than 13 days, which is when the three-year term of the Class III directors expires.

As further evidence that additional directors may be elected on appeal, we also note the unsolicited correspondence sent by a shareholder to the Court whereby he “also respectfully ask that Judge Dempsey support an expedited hearing in Case No. 2019-CA-000936 on the election of the Class III directors so that they may be simultaneously elected with the Class II directors at the June 17, 2019 annual shareholder meeting.” Attached hereto as Exhibit B is such correspondence.

2. Please revise in future soliciting materials your reference to the “2019 MiMedx Annual Meeting.” We note that the court’s order relates to the 2018 annual meeting.

In response to the Staff’s Comment, we will revise for future filings and have revised such statement so it is the “upcoming MiMedx Annual Meeting.” Thank you for pointing this out. Prior to the Company’s Form 8-K filed on April 26, 2019, which called the upcoming annual meeting the “2018 Annual Meeting”, the Filing Persons were using the term “2019 Annual Meeting” under the belief that the upcoming annual meeting being held in 2019 would be a 2019 annual meeting.

3. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. With a view toward revised disclosure, provide support for your statement that your nominees “would bring much needed operational, financial and governance expertise to the Board.”

___________________

¹City of Hialeah Employees’ Retirement System v. MiMedx Group, Inc., Case No. 2019-CA-000936.

Mr. Duchovny

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May 8, 2019

In response to the Staff’s Comment regarding the characterization of statements of opinions on the Filing Persons’ website, the Filing Persons respectfully note the presence of a disclaimer that all visitors must accept before entering the Filing Persons’ website. The disclaimer, in part, reads as follows:

The views expressed herein represent the opinions of Mr. Petit, whose analysis is based solely on publicly available information. No representation or warranty, express or implied, is made as to the accuracy or completeness of any information contained in this website.

We also note the following experiences that highlight the Filing Persons’ operational, financial and governance expertise.

Mr. Petit served as the CEO and Chairman of the Board from 2009 to 2018, as well as Chairman and CEO of Matria Healthcare, Inc. (NASDAQ: MATR) from 1996 until 2008. Matria Healthcare was a former subsidiary of Healthdyne, Inc. which Mr. Petit founded in 1971. The nearly fifty years of experience working in the healthcare industry provided Mr. Petit with extensive operational, financial and governance expertise. In addition to the broad management experience described above, Mr. Petit has served on multiple boards of publicly traded companies. Mr. Petit currently serves on the Board of Directors of Intelligent Systems Corporation (NYSE: INS), a position he has held since 1996 and has been a long-standing member of the Audit and Compensation Committees. Mr. Petit also served on the Board of Directors of Atlantic Southeast Airlines, which was acquired by Delta Airlines, and Norrell Corporation, which was acquired by Spherion Corporation.

Mr. Furstenberg served as the Director of Taxes at Pulte Home Corporation, a Fortune 500 publicly traded homebuilder, where Mr. Furstenberg advised and partnered with executive management and multiple departments on tax matters related to M&A and other strategic initiatives. Prior to Pulte Home Corporation, Mr. Furstenberg was Assistant Vice President at Handleman Company, a publicly traded company with revenues in excess of $1 billion where he had responsibilities similar to those at Pulte Home Corporation. Mr. Furstenberg began his career at Price Waterhouse where he advised multinational companies on a variety of complex tax matters. Mr. Furstenberg is also a certified public accountant and a member of the Michigan Association of CPAs.

Further, both Mr. Furstenberg and Mr. George, in their professional capacities, have advised companies on a variety of corporate issues. Mr. George’s litigation practice has spanned over thirty-seven years and includes both plaintiff and defense side representation in complex civil litigation and commercial matters. Of particular relevance here, he has expertise in the areas of contracts, commercial transactions, alleged regulatory breaches and insurance issues.

The Filing Persons respectfully submit that the above disclosures support the statement that the Filing Persons possess the ability to “bring much needed operational, financial and governance expertise to the Board.”

Mr. Duchovny

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May 8, 2019

Thank you for your attention to this matter. Should you have any questions or comments, or require any further information with respect to the foregoing, please do not hesitate to call me at (212) 756-2372.

Very truly yours,

/s/ Aneliya S. Crawford

Aneliya S. Crawford

EXHIBIT A

Transcript for April 3, 2019 Hearing for In The Matter Of:
City of Hialeah Employees v MiMedx Group, Inc.

[See attached.]