Sec Form 4 Filing - CARNECCHIA SCIPIO MAXIMUS @ MITEK SYSTEMS INC - 2018-11-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CARNECCHIA SCIPIO MAXIMUS 2. Issuer Name and Ticker or Trading Symbol MITEK SYSTEMS INC [ MITK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & Director (Last) (First) (Middle) 600 B STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2018 (Street) SAN DIEGO, CA92101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/06/2018 A 47,369 ( 1 ) A $ 0 51,369 D Common Stock 11/06/2018 A 47,369 ( 2 ) A $ 0 98,738 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 9.5 11/06/2018 A 90,939 ( 3 ) 11/06/2028 Common Stock 90,939 $ 9.5 90,939 D Stock Option (Right to Buy) $ 9.5 11/06/2018 A 81,240 ( 4 ) 11/06/2028 Common Stock 81,240 $ 9.5 172,179 D Performance Stock Option (Right to Buy) $ 9.5 11/06/2018 A 800,000 ( 5 ) 11/06/2028 Common Stock 800,000 $ 9.5 972,179 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARNECCHIA SCIPIO MAXIMUS 600 B STREET, SUITE 100 SAN DIEGO, CA92101 X CEO & Director Signatures /s/ Trevor Renfield, by Power of Attorney 11/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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.

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