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 ]	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).
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