MITEK SYSTEMS INC — Director's Dealing 2021

Mar 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITEK SYSTEMS INC (MITK)
CIK: 0000807863
Period of Report: 2021-03-22

Reporting Person: Gray Jason (GC, Secretary & Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-22	Common Stock	M	8938	—	Acquired	121657	Direct
2021-03-23	Common Stock	S	3902	—	Disposed	117755	Direct
2021-03-23	Common Stock	S	3213	—	Disposed	116340	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-22	Performance Restricted Stock Units	$	M	8938	Disposed		Common Stock (8938.0)	Direct

Footnotes

F1: Performance restricted stock units convert into common stock on a one-for-one basis.

F2: Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 10,056 restricted stock units.

F3: Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 8,938 performance restricted stock units.

F4: Includes 1,798 shares acquired under the Mitek employee stock purchase plan on February 12, 2021 in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

F5: On March 20, 2020, the reporting person was granted restricted stock units under Mitek's 2020 Incentive Plan (the "Performance RSUs"), which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. Performance criteria is measured on both an annual and cumulative basis as described below.

F6: The annual performance criteria for each annual Performance Period shall be for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change shall be determined by comparing the increase in value to the starting investment. The performance criteria for the first Performance Period was met, resulting in the vesting of 33% of the Performance RSUs.

F7: Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.