Mitek Systems (MITK) Form 4 MITEK SYSTEMS / SCIPIO MAXIMUS CARNECCHIA ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

CARNECCHIA SCIPIO MAXIMUS

(Last) (First) (Middle)

600 B STREET, SUITE 100

(Street)

SAN DIEGO CA 92101

(City) (State) (Zip)

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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/30/2023		M		36,069(1)	A	$0	569,278	D
Common Stock	12/01/2023		S		12,370(2)	D	$11.07	556,908	D
Common Stock	12/07/2023		S		15,612(3)	D	$10.86	541,296	D
Common Stock	12/07/2023		S		21,890(4)	D	$10.86	519,406	D
Common Stock	12/07/2023		S		18,611(5)	D	$10.86	500,795	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(6)(7)(8)	11/30/2023		M			36,069	(6)	(6)	Common Stock	36,069	$0	267,947	D

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 the Issuer to pay withholding taxes upon the vesting of 24,438 restricted stock units.

3. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 30,556 performance restricted stock units.

4. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 42,688 performance restricted stock units.

5. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 36,069 performance restricted stock units.

6. On November 28, 2022, the reporting person was granted restricted stock units under the Issuer'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.

7. The annual performance criteria for each annual Performance Period shall be for the % increase in value of the Issuer'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.

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

Remarks:

	/s/ Jason Gray, by Power of Attorney	12/12/2023
	** Signature of Reporting Person	Date
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).
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