Ownership Submission
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, 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 *
  Okumus Fund Management Ltd.
2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2019
3. Issuer Name and Ticker or Trading Symbol
MIMEDX GROUP, INC. [MDXG]
(Last)
(First)
(Middle)
767 THIRD AVENUE, 35TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock, $.001 par value 12,525,055
D (1)
 
Common Stock, $.001 par value 12,525,055
I
See Footnote (2)
Common Stock, $.001 par value 12,525,055
I
See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Okumus Fund Management Ltd.
767 THIRD AVENUE
35TH FLOOR
NEW YORK, NY 10017
    X    
Okumus Opportunistic Value Fund Ltd.
CRAIGMUIR CHAMBERS
P.O. BOX 71, ROAD TOWN
TORTOLA, D8 VG 1110
    X    
OKUMUS AHMET H
C/O OKUMUS FUND MANAGEMENT LTD.
767 THIRD AVENUE, 35TH FLOOR
NEW YORK, NY 10017
    X    

Signatures

Okumus Fund Management Ltd., By: /s/ Ahmet H. Okumus, President 01/22/2019
**Signature of Reporting Person Date

Okumus Opportunistic Value Fund, Ltd., By: /s/ Ahmet H. Okumus, Director 01/22/2019
**Signature of Reporting Person Date

/s/ Ahmet H. Okumus 01/22/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd., which became a greater than 10% owner of the issuer's securities as a result of a counterparty's exercise of a derivatives contract that was entered into prior to the date of the issuer's announcement and filing of the Shareholder Rights Agreement, which was filed by the issuer with the Securities and Exchange Commission on November 7, 2018 as Exhibit 4.1 to its Form 8-K.
(2) The reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd., a British Virgin Islands business company managed by Okumus Fund Management Ltd., and may be deemed indirectly beneficially owned by Okumus Fund Management Ltd. as the investment manager of Okumus Opportunistic Value Fund, Ltd. The reported securities may also be deemed indirectly beneficially owned by Ahmet H. Okumus as President of Okumus Fund Management Ltd. Each of Okumus Fund Management Ltd. and Ahmet H. Okumus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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