X0306 4 2016-05-02 0 0000807863 MITEK SYSTEMS INC MITK 0001437701 CLARK RUSSELL C. 8911 BALBOA AVENUE SUITE B SAN DIEGO CA 92123 0 1 0 0 Chief Financial Officer Common Stock 2016-05-02 4 M 0 66666 2.66 A 257204 D Common Stock 2016-05-02 4 M 0 30468 2.34 A 287672 D Common Stock 2016-05-02 4 S 0 12434 8.0284 D 275238 D Common Stock 2016-05-02 4 S 0 97134 8.0275 D 178104 D Stock Option (Right to Buy) 2.66 2016-05-02 4 M 0 66666 2.66 D 2015-11-04 2024-11-04 Common Stock 66666 420834 D Stock Option (Right to Buy) 2.34 2016-05-02 4 M 0 30468 2.24 D 2013-11-14 2022-11-14 Common Stock 30468 390366 D The reporting person sold the shares in connection with a financial diversification plan, which shares represent 9.86% of the reporting person's holdings. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.96 - $8.16, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth this footnote 2. The reporting person sold the shares in connection with a financial diversification plan, which shares represent 6.34% of the reporting person's holdings. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.96 - $8.16, inclusive. The reporting person undertakes to provide to Mitek Systems, Inc., any security holder of Mitek Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth this footnote 4. The option, representing a right to purchase a total of 200,000 shares, became exerciseable on November 4, 2015, which was the first anniversary of the date on which the option was granted. Twenty-five percent of the shares vested on November 4, 2015 and the remainder vested monthly thereafter in thirty-six equal installments. The option, representing a right to purchase a total of 37,500 shares, became exerciseable on November 14, 2013, which was the first anniversary of the date on which the option was granted. Twenty-five percent of the shares vested on November 14, 2013 and the remainder vested monthly thereafter in thirty-six equal installments. /s/ Shannon Catalano, by Power of Attorney 2016-05-04