0000807863-24-000123.txt : 20241210 0000807863-24-000123.hdr.sgml : 20241210 20241210214309 ACCESSION NUMBER: 0000807863-24-000123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241127 FILED AS OF DATE: 20241210 DATE AS OF CHANGE: 20241210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diamond Michael E CENTRAL INDEX KEY: 0001590840 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35231 FILM NUMBER: 241539959 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] ORGANIZATION NAME: 06 Technology 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_1733884982.xml FORM 4 X0508 4 2024-11-27 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 2024-11-27 4 S 0 1509 9.27 D 172280 D Common Stock 2024-11-29 4 S 0 1104 9.30 D 171176 D Common Stock 2024-12-03 4 S 0 2683 9.09 D 168493 D Common Stock 2024-12-03 4 S 0 1861 9.09 D 166632 D Common Stock 2024-12-06 4 A 0 55187 9.06 A 221819 D Performance Restricted Stock Units 2024-12-06 4 A 0 55187 0 A Common Stock 55187 109770 D Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 5,162 restricted stock units. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 3,696 restricted stock units. Represents the disposition of shares that were automatically sold by the Issuer to pay withholding taxes upon the vesting of 8,810 restricted stock units. 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 restricted stock units granted on December 8, 2024 under the Issuer's Amended and Restated 2020 Incentive Plan (the ''2020 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 performance restricted stock units (''Performance RSUs'') granted on December 8, 2024 under the 2020 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 an annual basis as described below. Additionally, based on the attainment of certain above-target performance criteria, the final potential payout will range 100% to 200% of the number of awarded Performance RSUs. With respect to the Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of the Issuer's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period. Up to 33% of the 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. For the Issuer's common stock performance between 75% through 100% of the performance of the Russell 2000 Index, a pro-rata portion of the Performance RSUs will vest. For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer'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/ Jonathan O'Brien, by Power of Attorney 2024-12-10