E. Michael Diamond - Mar 21, 2022 Form 4 Insider Report for MITEK SYSTEMS INC (MITK)

Role: General Manager
Signature: /s/ Jason Gray, by Power of Attorney
Stock symbol: MITK
Transactions as of: Mar 21, 2022
Transactions value $: -$52,483
Form type: 4
Date filed: 3/23/2022, 09:22 PM
Previous filing: Dec 28, 2021
Next filing: Mar 29, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MITK	Common Stock	Options Exercise	$0	+12.4K	+6.3%	$0.00	209K	Mar 21, 2022	Direct	F1
transaction	MITK	Common Stock	Sale	-$52.5K	-3.7K	-1.76%	$14.20	206K	Mar 22, 2022	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MITK	Performance Restricted Stock Units	Options Exercise	$0	-12.4K	-18.48%	$0.00	54.6K	Mar 21, 2022	Common Stock	12.4K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 12,376 performance restricted stock units.
F3	Includes 1,225 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).
F4	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.
F5	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.