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: Diamond Michael E (General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	M	76007	$3.89	Acquired	241892	Direct
2016-05-02	Common Stock	M	9591	$2.66	Acquired	251483	Direct
2016-05-02	Common Stock	M	84409	$3.89	Acquired	335892	Direct
2016-05-02	Common Stock	S	76007	$8.0237	Disposed	259885	Direct
2016-05-02	Common Stock	S	94000	$8.082	Disposed	165885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Stock Option (Right to Buy)	$3.89	M	76007	Disposed	2022-06-29	Common Stock (76007)	Direct
2016-05-02	Stock Option (Right to Buy)	$2.66	M	9591	Disposed	2024-11-05	Common Stock (9591)	Direct
2016-05-02	Stock Option (Right to Buy)	$3.89	M	84409	Disposed	2022-06-29	Common Stock (84409)	Direct

Footnotes

F1: The reporting person sold the shares in connection with a financial diversification plan, which shares represented 15.17% 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 - $8.17, 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 in this footnote 2.

F3: The reporting person sold the shares in connection with a financial diversification plan, which shares represented 18.76% of the reporting person's holdings. The sales of common stock reported under footnote 3 in this Form 4 were made pursuant to a 10b5-1 trading plan adopted by the reporting person on March 16, 2016.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.92 - $8.235, 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 in this footnote 2.