SEC Form 4 · accession 0000899243-16-019239
MITEK SYSTEMS INC · MITK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell C. Clark
Officer — Chief Financial Officer
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 9:53 pm EDT
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 Stock | May 2, 2016 | M | 66,666 | $2.66 | A | 257,204 | D | |
| Common Stock | May 2, 2016 | M | 30,468 | $2.34 | A | 287,672 | D | |
| Common StockF1,F2 | May 2, 2016 | S | 12,434 | $8.0284 | D | 275,238 | D | |
| Common StockF3,F4 | May 2, 2016 | S | 97,134 | $8.0275 | D | 178,104 | 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)F5 | $2.66 | May 2, 2016 | M | 66,666 | D | Nov 4, 2015 | Nov 4, 2024 | Common Stock | 66,666 | 420,834 | D |
| Stock Option (Right to Buy)F6 | $2.34 | May 2, 2016 | M | 30,468 | D | Nov 14, 2013 | Nov 14, 2022 | Common Stock | 30,468 | 390,366 | D |
Explanation of responses
- F1The reporting person sold the shares in connection with a financial diversification plan, which shares represent 9.86% of the reporting person's holdings.
- F2The 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.
- F3The reporting person sold the shares in connection with a financial diversification plan, which shares represent 6.34% of the reporting person's holdings.
- F4The 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.
- F5The 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.
- F6The 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.