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: DEBELLO JAMES B (Director, President & CEO & Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	M	89247	$1.10	Acquired	803789	Direct
2016-05-02	Common Stock	M	59091	$1.10	Acquired	862880	Direct
2016-05-02	Common Stock	S	59091	$8.1108	Disposed	803789	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Stock Option (Right to Buy)	$1.10	M	89247	Disposed	2016-07-10	Common Stock (89247)	Direct
2016-05-02	Stock Option (Right to Buy)	$1.10	M	59091	Disposed	2016-07-10	Common Stock (59091)	Direct

Footnotes

F1: Mr. DeBello purchased and holds 89,247 shares pursuant to exercising a 2006 option grant. In addition Mr. DeBello exercised and sold 59,091 shares to cover taxes and associated costs pursuant to a 2006 option grant due to expire this year. The sales of common stock reported in this Form 4 were made pursuant to a 10b5-1 trading plan adopted by the reporting person on March 16, 2016 (the "Trading Plan"). Pursuant to the Trading Plan, Mr. DeBello, may sell, on a periodic basis, vested stock options that would otherwise expire on July 10, 2016.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.92 - $8.2950, 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.