E. Michael Diamond - Nov 26, 2021 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: Nov 26, 2021
Transactions value $: -$51,147
Form type: 4
Date filed: 11/30/2021, 07:25 PM
Previous filing: Nov 17, 2021
Next filing: Dec 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MITK	Common Stock	Award	$0	+20.6K	+11.88%	$0.00	194K	Nov 26, 2021	Direct	F1
transaction	MITK	Common Stock	Options Exercise	$0	+4.93K	+2.53%	$0.00	199K	Nov 29, 2021	Direct	F2
transaction	MITK	Common Stock	Sale	-$20.4K	-1.22K	-0.61%	$16.73	198K	Nov 30, 2021	Direct	F3
transaction	MITK	Common Stock	Sale	-$30.8K	-1.84K	-0.93%	$16.73	196K	Nov 30, 2021	Direct	F4

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	Award	$0	+27.5K	+62%	$0.00	71.9K	Nov 26, 2021	Common Stock	27.5K		Direct	F5, F6, F7, F8
transaction	MITK	Performance Restricted Stock Units	Options Exercise	$0	-4.93K	-6.85%	$0.00	67K	Nov 29, 2021	Common Stock	4.93K		Direct	F9, F10, F11

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units granted on November 26, 2021 under Mitek's 2020 Incentive Plan. Shares subject to the award vest as follows: 25% shall vest on the first anniversary of the date grant and thereafter an additional 25% shall vest on each subsequent anniversary of the date of grant.
F2	Performance restricted stock units convert into common stock on a one-for-one basis.
F3	Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 3,695 restricted stock units.
F4	Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 4,927 performance restricted stock units.
F5	Represents 27,533 performance restricted stock units (the "Performance RSUs") granted on November 26, 2021 under Mitek's 2020 Incentive Plan, 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"). Performance criteria is measured on both an annual and cumulative basis as described below. 20,649 of the Performance RSUs vest if certain at-target performance criteria is met (the "At-Target Performance RSUs") and 6,884 of the Performance RSUs vest if certain above-target performance criteria is met (the "Above-Target Performance RSUs").
F6	Up to 33.33% of the At-Target Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been met. Up to 33.33% of the Above-Target Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been exceeded by 10% or more. If the annual performance criteria for any applicable Performance Period has not been met, then up to 100% of any such prior Performance Period's unvested Performance RSUs shall vest at the end of any subsequent annual Performance Period if the applicable cumulative performance criteria has been met. For Mitek common stock performance (whether annual or cumulative) between 85% through 100% of the performance of the Russell 2000 Index, a pro-rata portion of the At-Target Performance RSUs will vest and no Above-Target Performance RSUs will vest.
F7	With respect to At-Target Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of Mitek's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period. With respect to Above-Target Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of Mitek's common stock to be 110% or more of the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period.
F8	For the purposes of determining the percentage increase in value of Mitek's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made 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 percentage change shall be determined by comparing the increase in value to the starting investment of $100.
F9	On November 27, 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.
F10	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 first Performance Period was met, resulting in the vesting of 33% of the Performance RSUs.
F11	Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.