Sec Form 4 Filing - Gray Jason @ MITEK SYSTEMS INC - 2022-03-21

Insider filing report for Changes in Beneficial Ownership
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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
Gray Jason
2. Issuer Name and Ticker or Trading Symbol
MITEK SYSTEMS INC [ MITK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
GC, Secretary & Admin Officer
(Last) (First) (Middle)
600 B STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2022
(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 03/21/2022 M 8,939( 1 ) A $ 0 121,345 D
Common Stock 03/22/2022 S 3,589( 2 ) D $ 14.2 118,921( 3 ) 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
Performance Restricted Stock Units ( 4 )( 5 ) 03/21/2022 M 8,939 ( 4 ) ( 4 ) Common Stock 8,939 $ 0 22,250 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gray Jason
600 B STREET, SUITE 100
SAN DIEGO, CA92101
GC, Secretary & Admin Officer
Signatures
/s/ Jason Gray 03/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Performance restricted stock units convert into common stock on a one-for-one basis.
( 2 )Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 8,939 performance restricted stock units.
( 3 )Includes 1,165 shares acquired under the Mitek employee stock purchase plan on February 15, 2022 in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).
( 4 )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.
( 5 )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 second Performance Period was met, resulting in the vesting of 33% of the Performance RSUs.

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