MITEK SYSTEMS INC — Director's Dealing 2018

Nov 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITEK SYSTEMS INC (MITK)
CIK: 0000807863
Period of Report: 2018-11-06

Reporting Person: CARNECCHIA SCIPIO MAXIMUS (Director, CEO & Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-06	Common Stock	A	47369	—	Acquired	51369	Direct
2018-11-06	Common Stock	A	47369	—	Acquired	98738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-06	Stock Option (Right to Buy)	$9.5	A	90939	Acquired	2028-11-06	Common Stock (90939.0)	Direct
2018-11-06	Stock Option (Right to Buy)	$9.5	A	81240	Acquired	2028-11-06	Common Stock (81240.0)	Direct
2018-11-06	Performance Stock Option (Right to Buy)	$9.5	A	800000	Acquired	2028-11-06	Common Stock (800000.0)	Direct

Footnotes

F1: Represents restricted stock units granted on November 6, 2018. Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and the remaining shares vesting in three equal annual installments thereafter.

F2: Represents conditional restricted stock units granted on November 2, 2018. Shares subject to the award vest over five years from the date of grant, with 25% of the shares subject to the award vesting on the second anniversary of the date of grant and the remaining shares vesting in three equal annual installments thereafter.

F3: Represents a non-qualified stock option granted on November 6, 2018. Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and the remaining shares vesting in thirty-six equal monthly installments thereafter.

F4: Represents a conditional non-qualified stock option granted on November 6, 2018. Shares subject to the award vest over five years from the date of grant, with 25% of the shares subject to the award vesting on the second anniversary of the date of grant and the remaining shares vesting in thirty-six equal monthly installments thereafter.

F5: Represents a performance non-qualified stock option granted on November 6, 2018. Shares subject to the award vest upon the closing market price of the Mitek's common stock achieving certain predetermined levels and Mr. Carnecchia's serving as Mitek's Chief Executive Officer for at least three years. In the event of a change of control of Mitek, all of the unvested shares subject to the award will vest if the per share price payable to Mitek's stockholders in connection with the change of control of Mitek is an amount reaching those certain predetermined levels required for the shares subject to the award to otherwise vest.