SEC Form 4 · accession 0000807863-18-000069
MITEK SYSTEMS INC · MITK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scipio Maximus Carnecchia
Officer — CEO & Director · Director
Period of report
Nov 6, 2018
Accepted (ET)
Nov 8, 2018 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000807863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 6, 2018 | A | 47,369 | $0.00 | A | 51,369 | D | |
| Common StockF2 | Nov 6, 2018 | A | 47,369 | $0.00 | A | 98,738 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $9.50 | Nov 6, 2018 | A | 90,939 | A | — | Nov 6, 2028 | Common Stock | 90,939 | 90,939 | D |
| Stock Option (Right to Buy)F4 | $9.50 | Nov 6, 2018 | A | 81,240 | A | — | Nov 6, 2028 | Common Stock | 81,240 | 172,179 | D |
| Performance Stock Option (Right to Buy)F5 | $9.50 | Nov 6, 2018 | A | 800,000 | A | — | Nov 6, 2028 | Common Stock | 800,000 | 972,179 | D |
Explanation of responses
- F1Represents restricted stock units granted on November 6, 2018. Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and the remaining shares vesting in three equal annual installments thereafter.
- F2Represents conditional restricted stock units granted on November 2, 2018. Shares subject to the award vest over five years from the date of grant, with 25% of the shares subject to the award vesting on the second anniversary of the date of grant and the remaining shares vesting in three equal annual installments thereafter.
- F3Represents a non-qualified stock option granted on November 6, 2018. Shares subject to the award vest over four years from the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and the remaining shares vesting in thirty-six equal monthly installments thereafter.
- F4Represents a conditional non-qualified stock option granted on November 6, 2018. Shares subject to the award vest over five years from the date of grant, with 25% of the shares subject to the award vesting on the second anniversary of the date of grant and the remaining shares vesting in thirty-six equal monthly installments thereafter.
- F5Represents a performance non-qualified stock option granted on November 6, 2018. Shares subject to the award vest upon the closing market price of the Mitek's common stock achieving certain predetermined levels and Mr. Carnecchia's serving as Mitek's Chief Executive Officer for at least three years. In the event of a change of control of Mitek, all of the unvested shares subject to the award will vest if the per share price payable to Mitek's stockholders in connection with the change of control of Mitek is an amount reaching those certain predetermined levels required for the shares subject to the award to otherwise vest.