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* Carter Scott R (Last) (First) (Middle) 600 B STREET SUITE 100 (Street) SAN DIEGO CA 92101 (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) Director 10% Owner Officer (give title below) Other (specify below) Interim CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/04/2024
	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 Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	06/04/2024		A		40,355(1)	A	$12.39	161,392	D

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
Performance Restricted Stock Units	(2)(3)	06/04/2024		A		40,355		(2)	(2)	Common Sock	40,355	$0	40,355	D

Explanation of Responses:

1. Represents restricted stock units granted on June 4, 2024 under the Mitek Systems, Inc.'s Amended and Restated 2020 Incentive Plan. Shares subject to the award will vest in full on the one year anniversary of the grant date, subject to Mr. Carter's service through such date; provided that if an acceleration event occurs, then any then-unvested and outstanding restricted stock units shall vest in full on the date of such acceleration event, as the case may be.

2. On June 4, 2024 (the "Grant Date"), Mitek Systems, Inc. (the "Company") granted Mr. Carter performance-based restricted stock units ("Performance RSUs") for 40,355 shares of the Company's common stock under the Company's Amended and Restated 2020 Incentive Plan (the "Plan"), which will vest on the one-year anniversary of the Grant Date if the annual performance criteria based on the performance of the Company's common stock have been met, subject to Mr. Carter's Continuous Service (as defined in the Plan) through such date; provided that if (i) the Company appoints a new permanent CEO, (ii) Mr. Carter is removed by the Company as Interim CEO for any reason other than for cause or (iii) Mr. Carter resigns for good reason, any then-unvested and outstanding Performance RSUs shall remain outstanding and eligible to vest upon satisfaction of the applicable performance criteria, irrespective of Mr. Carter's Continuous Service as an employee of the Company or as a member of the Board.

3. The annual performance criteria for the Performance RSUs shall be for the percentage increase in value of the Company's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the annual performance period. If (a) the Company's common stock performance equals or exceeds the performance of the Russell 2000 Index over the annual performance period then the Performance RSUs shall vest in full, (b) the Company's common stock performance is between 85% and 99.9% of the performance of the Russell 2000 Index, a pro-rata portion of the Performance RSUs (ranging from 50% to 99.9%) will vest or (c) the Company's common stock performance is below 85% of the performance of the Russell 2000 Index, the Performance RSUs will not vest.

Remarks:

	/s/ Jonathan O'Brien, by Power of Attorney	06/07/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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