SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Diamond Michael E (Last) (First) (Middle) 8911 BALBOA AVENUE SUITE B (Street) SAN DIEGO CA 92123 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2013	3. Issuer Name and Ticker or Trading Symbol MITEK SYSTEMS INC [ MITK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Revenue Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,665(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	06/29/2013(2)	06/29/2022	Common Stock	175,000	3.89	D
Stock Option (Right to Buy)	11/16/2013(3)	11/16/2022(3)	Common Stock	10,000	2.34	D

Explanation of Responses:

1. Comprised of 3,915 shares of common stock and 18,750 shares of common stock subject to restricted stock units (RSU) granted on June 29, 2012. The shares subject to the RSU award vest in equal annual installments over four years from the date of grant.

2. Represents an incentive stock option granted on June 29, 2012. Twenty-five percent of the shares subject to the award vest on the first anniversary of the date of grant and thereafter in 36 equal monthly installments.

3. Represents a non-qualified stock option granted on November 16, 2012. Twenty-five percent of the shares subject to the award vest on the first anniversary of the date of grant and thereafter in 36 equal monthly installments.

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 5 (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).
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POWER OF ATTORNEY

  Know by all these presents that the undersigned hereby constitutes and
appoints each of Russell C. Clark 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 October 2013.

/s/ Scott R. Carter
Scott R. Carter

  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.