MITEK SYSTEMS INC — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITEK SYSTEMS INC (MITK)
CIK: 0000807863
Period of Report: 2016-04-29

Reporting Person: SARAH CLARK (General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-29	Common Stock	A	6250	$0.00	Acquired	100000	Direct
2016-05-02	Common Stock	F	2754	$7.44	Disposed	97236	Direct

Footnotes

F1: Comprised of 12,236 shares of common stock, 20,000 Stock Options, and 65,000 shares of common stock subject to restricted stock units (RSU) held by the reporting person. The 20,000 stock options represent a non-qualified stock option granted on November 4, 2014. Twenty-five percent of the shares subject to the stock option award vested on the first anniversary of the grant date and the remaining shares subject to the award began vesting monthly thereafter in thirty-six equal installments. Of the total 65,000 RSU, 2,500 of the shares subject to the RSU award vest in two equal installments on 11/5/16 and 11/5/2017; 12,500 shares vest in 2 equal installments on 4/29/2017, and 4/29/2018; and 50,000 shares vest in 4 equal installments on 11/16/2016, 11/16/2017, 11/16/2018 and 11/16/2019.