Okumus Opportunistic Value Fund Form 3 MIMEDX / AHMET H OKUMUS ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Okumus Fund Management Ltd.

(Last) (First) (Middle)

767 THIRD AVENUE

35TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2019

3. Issuer Name and Ticker or Trading Symbol
MIMEDX GROUP, INC. [ MDXG ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
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)

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

1. Name and Address of Reporting Person^*

Okumus Fund Management Ltd.

(Last) (First) (Middle)

767 THIRD AVENUE

35TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Okumus Opportunistic Value Fund Ltd.

(Last) (First) (Middle)

CRAIGMUIR CHAMBERS

P.O. BOX 71, ROAD TOWN

(Street)

TORTOLA D8 VG 1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OKUMUS AHMET H

(Last) (First) (Middle)

C/O OKUMUS FUND MANAGEMENT LTD.

767 THIRD AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

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.

	Okumus Fund Management Ltd., By: /s/ Ahmet H. Okumus, President	01/22/2019
	Okumus Opportunistic Value Fund, Ltd., By: /s/ Ahmet H. Okumus, Director	01/22/2019
	/s/ Ahmet H. Okumus	01/22/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.