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Filing Details

Accession Number:: 0001255170-21-000003
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-30 20:41:48
Reporting Period:: 2021-11-26

Accepted Time:: 2021-11-30 20:41:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
807863	Mitek Systems Inc	MITK	Computer Peripheral Equipment, Nec (3577)	870418827

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1255170	Maximus Scipio Carnecchia	600 B Street, Suite 100 San Diego CA 92101	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-11-26	117,995	$0.00	291,514	No	4	A	Direct
Common Stock	Acquisiton	2021-11-29	28,154	$0.00	319,668	No	4	M	Direct
Common Stock	Disposition	2021-11-30	10,764	$16.73	308,904	No	4	S	Direct
Common Stock	Disposition	2021-11-30	14,353	$16.73	294,551	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Restricted Stock Units	Acquisiton	2021-11-26	157,327	$0.00	157,327	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2021-11-29	28,154	$0.00	28,154	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
352,168			No	4	A	Direct
324,014			No	4	M	Direct

Footnotes

Represents restricted stock units granted on November 26, 2021 under Mitek's 2020 Incentive Plan. Shares subject to the award vest as follows: 25% shall vest on the first anniversary of the date grant and thereafter an additional 25% shall vest on each subsequent anniversary of the date of grant.
Performance restricted stock units convert into common stock on a one-for-one basis.
Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 21,115 restricted stock units.
Represents the disposition of shares that were automatically sold by Mitek Systems, Inc. to pay withholding taxes upon the vesting of 28,154 performance restricted stock units.
Represents 157,327 performance restricted stock units (the "Performance RSUs") granted on November 26, 2021 under Mitek's 2020 Incentive Plan, which vest based upon the achievement of certain performance criteria over the three-year period following the date of grant (each such year, a "Performance Period"). Performance criteria is measured on both an annual and cumulative basis as described below. 117,995 of the Performance RSUs vest if certain at-target performance criteria is met (the "At-Target Performance RSUs") and 39,332 of the Performance RSUs vest if certain above-target performance criteria is met (the "Above-Target Performance RSUs").
Up to 33.33% of the At-Target Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been met. Up to 33.33% of the Above-Target Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been exceeded by 10% or more. If the annual performance criteria for any applicable Performance Period has not been met, then up to 100% of any such prior Performance Period's unvested Performance RSUs shall vest at the end of any subsequent annual Performance Period if the applicable cumulative performance criteria has been met. For Mitek common stock performance (whether annual or cumulative) between 85% through 100% of the performance of the Russell 2000 Index, a pro-rata portion of the At-Target Performance RSUs will vest and no Above-Target Performance RSUs will vest.
With respect to At-Target Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of Mitek's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period. With respect to Above-Target Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of Mitek's common stock to be 110% or more of the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period.
For the purposes of determining the percentage increase in value of Mitek's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100.
On November 27, 2020, the reporting person was granted restricted stock units under Mitek's 2020 Incentive Plan (the "Performance RSUs"), which vest based upon the achievement of certain performance criteria over the three year period following the date of grant (each such year, a "Performance Period"), with up to 33% of such units vesting (on each anniversary of the date of grant) with respect to each applicable Performance Period. Performance criteria is measured on both an annual and cumulative basis as described below.
The annual performance criteria for each annual Performance Period shall be for the % increase in value of Mitek's common stock to meet or exceed the % increase in value of the Russell 2000 Index over the applicable annual Performance Period, based on a hypothetical investment in both Mitek's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The % change shall be determined by comparing the increase in value to the starting investment. The performance criteria for the first Performance Period was met, resulting in the vesting of 33% of the Performance RSUs.
Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of Mitek common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index.