MITEK SYSTEMS INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITEK SYSTEMS INC (MITK)
CIK: 0000807863
Period of Report: 2016-05-02

Reporting Person: CLARK RUSSELL C. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	M	66666	$2.66	Acquired	257204	Direct
2016-05-02	Common Stock	M	30468	$2.34	Acquired	287672	Direct
2016-05-02	Common Stock	S	12434	$8.0284	Disposed	275238	Direct
2016-05-02	Common Stock	S	97134	$8.0275	Disposed	178104	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Stock Option (Right to Buy)	$2.66	M	66666	Disposed	2024-11-04	Common Stock (66666)	Direct
2016-05-02	Stock Option (Right to Buy)	$2.34	M	30468	Disposed	2022-11-14	Common Stock (30468)	Direct

Footnotes

F1: The reporting person sold the shares in connection with a financial diversification plan, which shares represent 9.86% of the reporting person's holdings.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.96 - $8.16, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth this footnote 2.

F3: The reporting person sold the shares in connection with a financial diversification plan, which shares represent 6.34% of the reporting person's holdings.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.96 - $8.16, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth this footnote 4.

F5: The option, representing a right to purchase a total of 200,000 shares, became exerciseable on November 4, 2015, which was the first anniversary of the date on which the option was granted. Twenty-five percent of the shares vested on November 4, 2015 and the remainder vested monthly thereafter in thirty-six equal installments.

F6: The option, representing a right to purchase a total of 37,500 shares, became exerciseable on November 14, 2013, which was the first anniversary of the date on which the option was granted. Twenty-five percent of the shares vested on November 14, 2013 and the remainder vested monthly thereafter in thirty-six equal installments.