SEC FORM 4 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*
THORNTON JOHN M

(Last) (First) (Middle)
8911 BALBOA AVENUE
SUITE B

(Street)
SAN DIEGO CA 92123

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/05/2013 A 15,000(1) A $0.00(1) 171,044(2) D
Common Stock 11/05/2013 A 15,000(3) A $0.00(3) 157,582(4) D
Common Stock 2,143,584 I Family Trust(5)
Common sTock 15,000 I Foundation(5)(6)
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
1. Name and Address of Reporting Person*
THORNTON JOHN M

(Last) (First) (Middle)
8911 BALBOA AVENUE
SUITE B

(Street)
SAN DIEGO CA 92123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THORNTON SALLY B

(Last) (First) (Middle)
8911 BALBOA AVENUE
SUITE B

(Street)
SAN DIEGO CA 92123

(City) (State) (Zip)
Explanation of Responses:
1. Represents restricted stock units (RSU) granted to John M. Thornton on November 5, 2013. The shares subject to the RSU award vest in equal monthly installments over five years from the date of grant.
2. Comprised of 81,044 shares of common stock and 90,000 shares of common stock subject to RSUs, in each case held directly by John M. Thornton. John M. Thornton and Sally B. Thornton are husband and wife and Mrs. Thornton has beneficial ownership of these shares.
3. Represents RSUs granted to Sally B. Thornton on November 5, 2013. The shares subject to the RSU award vest in equal monthly installments over five years from the date of grant.
4. Comprised of 67,582 shares of common stock and 90,000 shares of common stock subject to RSUs, in each case held directly by Sally B. Thornton. Mr. Thornton has beneficial ownership of these shares.
5. Mr. and Mrs. Thornton are co-trustees.
6. Mr. and Mrs. Thornton beneficially own an aggregate of 2,487,210 shares of common stock as set forth in this Form 4.
Remarks:
/s/ Fred Hutton, by power of attorney 11/05/2013
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.