0000807863-20-000126.txt : 20201201
0000807863-20-000126.hdr.sgml : 20201201
20201201184323
ACCESSION NUMBER: 0000807863-20-000126
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201127
FILED AS OF DATE: 20201201
DATE AS OF CHANGE: 20201201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CARNECCHIA SCIPIO MAXIMUS
CENTRAL INDEX KEY: 0001255170
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35231
FILM NUMBER: 201361970
MAIL ADDRESS:
STREET 1: C/O MITEK SYSTEMS, INC.
STREET 2: 600 B STREET, 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
wf-form4_160686619031565.xml
FORM 4
X0306
4
2020-11-27
0
0000807863
MITEK SYSTEMS INC
MITK
0001255170
CARNECCHIA SCIPIO MAXIMUS
600 B STREET, SUITE 100
SAN DIEGO
CA
92101
1
1
0
0
Chief Executive Officer
Common Stock
2020-11-27
4
A
0
84460
0
A
179845
D
Performance Restricted Stock Units
2020-11-27
4
A
0
112332
0
A
Common Stock
112332.0
194841
D
Represents restricted stock units granted on November 27, 2020 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.
Represents 112,332 performance restricted stock units (the "Performance RSUs") granted on November 27, 2020 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. 84,460 of the Performance RSUs vest if certain at-target performance criteria is met (the "At-Target Performance RSUs") and 27,872 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.
/s/ Trevor Renfield, by Power of Attorney
2020-12-01