0000807863-23-000156.txt : 20231212 0000807863-23-000156.hdr.sgml : 20231212 20231212135647 ACCESSION NUMBER: 0000807863-23-000156 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231130 FILED AS OF DATE: 20231212 DATE AS OF CHANGE: 20231212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diamond Michael E CENTRAL INDEX KEY: 0001590840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35231 FILM NUMBER: 231480716 MAIL ADDRESS: STREET 1: 600 B STREET STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MITEK SYSTEMS INC CENTRAL INDEX KEY: 0000807863 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 870418827 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 600 B STREET STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 619-269-6800 MAIL ADDRESS: STREET 1: 600 B STREET STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92101 4 1 wk-form4_1702407398.xml FORM 4 X0508 4 2023-11-30 0 0000807863 MITEK SYSTEMS INC MITK 0001590840 Diamond Michael E 600 B STREET, SUITE 100 SAN DIEGO CA 92101 0 0 0 1 General Manager 0 Common Stock 2023-11-30 4 M 0 9018 0 A 275542 D Common Stock 2023-12-01 4 S 0 1996 11.07 D 273546 D Common Stock 2023-12-07 4 S 0 1765 10.86 D 271781 D Common Stock 2023-12-07 4 S 0 2473 10.86 D 269308 D Common Stock 2023-12-07 4 S 0 3004 10.86 D 266304 D Performance Restricted Stock Units 2023-11-30 4 M 0 9018 0 D Common Stock 9018 90051 D Performance restricted stock units convert into common stock on a one-for-one basis. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 6,109 restricted stock units. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 5,349 performance restricted stock units. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 7,470 performance restricted stock units. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 9,018 performance restricted stock units. On November 28, 2022, the reporting person was granted restricted stock units under the Issuer'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 the Issuer'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. Additionally, a portion of the Performance RSUs may vest during a later Performance Period if the cumulative % increase in value of the Issuer's common stock measured over the current and all previous Performance Periods exceeds the cumulative % increase in value of the Russell 2000 Index. /s/ Michael Diamond 2023-12-12