MITEK SYSTEMS INC — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITEK SYSTEMS INC (MITK)
CIK: 0000807863
Period of Report: 2013-02-20

Reporting Person: THORNTON JOHN M (Director)
Reporting Person: THORNTON SALLY B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	M	25000	$0.79	Acquired	169613	Direct
2013-02-20	Common Stock	F	13569	$4.18	Disposed	156044	Direct
2013-02-20	Common Stock	M	25000	$0.79	Acquired	147307	Direct
2013-02-20	Common Stock	F	4725	$4.18	Disposed	142582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Stock Option (right to buy)	$0.79	M	25000	Disposed	2013-02-24	Common Stock (25000)	Direct
2013-02-20	Stock Option (right to buy)	$0.79	M	25000	Disposed	2013-02-24	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2143584	Indirect
Common Stock	15000	Indirect

Footnotes

F1: Represents the exercise of a non-qualified stock option, granted February 24, 2010, to purchase 25,000 shares of common stock under the cashless exercise method, resulting in the issuance of 11,431 shares of common stock to the reporting person and the cancellation of the remaining 13,569 shares in consideration of the issuance, after disposition of shares to pay withholding taxes.

F2: Comprised of 94,613 shares of common stock and 75,000 restricted stock units, in each case held directly by John M. Thornton. John M. Thornton and Sally B. Thornton are husband and wife and Mrs. Thornton has beneficial ownership of these shares.

F3: Comprised of 81,044 shares of common stock and 75,000 restricted stock units, in each case held directly by John M. Thornton. Mrs. Thornton has beneficial ownership of these shares.

F4: Represents the exercise of a non-qualified stock option, granted February 24, 2010, to purchase 25,000 shares of common stock under the cashless exercise method, resulting in the issuance of 20,275 shares of common stock to the reporting person and the cancellation of the remaining 4,725 shares in consideration of the issuance.

F5: Comprised of 72,307 shares of common stock and 75,000 restricted stock units, in each case held directly by Sally B. Thornton. Mr. Thornton has beneficial ownership of these shares.

F6: Comprised of 67,582 shares of common stock and 75,000 restricted stock units, in each case held directly by Sally B. Thornton. Mr. Thornton has beneficial ownership of these shares.

F7: Mr. and Mrs. Thornton are co-trustees.

F8: Mr. and Mrs. Thornton beneficially own an aggregate of 2,457,210 shares of common stock as set forth in this Form 4.

F9: Option fully vested on date of grant.