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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2010
	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

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
Stock Option (Right to Buy)	$0.79	02/24/2010		A		25,000		02/24/2010(1)	02/24/2013	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. Option fully vested at grant date

	/s/ Fred Hutton, by power of attorney	02/25/2010
	** 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.

POWER OF ATTORNEY

  Know by all these presents that the undersigned hereby constitutes and
appoints each of James B. DeBello, Tesfaye Hailemichael and Fred Hutton,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Mitek Systems, Inc. (the
("Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934, as amended and the rules
thereunder ;
(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with
the forgoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
the Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

  The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all in intents and purposes
as the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.
  This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
  IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of July, 2008.

/s/ John M. Thornton
John M. Thornton

  An insider of an issuer that is registering equity securities for the
first time under Section 12 of the Exchange Act must file a Form 3 no later
than the effective date of the registration statement. If the issuer is
already registered under Section 12, the insider must file a Form 3 within
ten days of becoming an officer, director, or beneficial owner.

Changes in ownership are reported on Form 4 and must be reported to the SEC
within two business days.

Insiders must file a Form 5 to report any transactions that should have
been reported earlier on a Form 4 or were eligible for deferred reporting.
If a Form must be filed, it is due 45 days after the end of the company's
fiscal year.

CONFIRMING STATEMENT




This statement confirms that the undersigned,   John M. Thornton  , has
authorized, designated and appointed each of James B. DeBello, Tesfaye
Hailemichael and Fred Hutton as true and lawful attorney-in-fact and agent
(each, an "Agent") of the undersigned, with full power of substitution, for
the undersigned and in the name, place and stead of the undersigned to
execute and file on the undersigned's behalf all Forms 3, 4 and 5
(including any amendments thereto) that the undersigned may be required to
file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of Mitek Systems,
Inc. ("Mitek') .  The authority of each Agent under this Statement shall
continue until the undersigned is no longer required to file Forms 3, 4 and
5 with regard to the undersigned's ownership of or transactions in
securities of Mitek, unless earlier revoked in writing.  The undersigned
acknowledges that no Agent is assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act
of 1934, as amended.



DATE: July 31, 2008



 /s/ John M. Thornton
John M. Thornton

  An insider of an issuer that is registering equity securities for the
first time under Section 12 of the Exchange Act must file a Form 3 no later
than the effective date of the registration statement. If the issuer is
already registered under Section 12, the insider must file a Form 3 within
ten days of becoming an officer, director, or beneficial owner.

Changes in ownership are reported on Form 4 and must be reported to the SEC
within two business days.

Insiders must file a Form 5 to report any transactions that should have
been reported earlier on a Form 4 or were eligible for deferred reporting.
If a Form must be filed, it is due 45 days after the end of the company's
fiscal year.