Sec Form 4 Filing - Hansen Bruce Edward @ MITEK SYSTEMS INC - 2020-08-31

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 Hansen Bruce Edward 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 B STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2020 (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 08/31/2020 S 25,376 ( 1 ) D $ 12.59 151,906 D Common Stock 09/01/2020 S 9,921 ( 2 ) D $ 12.846 ( 3 ) 141,985 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hansen Bruce Edward 600 B STREET, SUITE 100 SAN DIEGO, CA92101 X Signatures /s/ Jason Gray, by Power of Attorney 09/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the delivery of 70,589 previously vested restricted stock units, whose delivery was deferred pursuant to the terms of the underlying award agreement. Shares subject to the award were granted to Mr. Hansen in conjunction with his services as Principal Executive Officer, and as such are subject to income tax withholding. ( 2 )Represents the disposition of additional shares to cover Mr. Hansen's tax obligations, resulting from the delivery of 70,589 restricted stock units. Due to limitations imposed by the Internal Revenue Service, Mitek Systems, Inc. was unable to sell a sufficient number of shares to meet Mr. Hansen's tax obligations, and consequently, Mr. Hansen elected to sell additional shares to cover the remaining taxes. ( 3 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.710 - $12.990, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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