Document

DocuSign Envelope ID: 0CB624D1-C0F6-488F-A4AF-E1EBC811CFAC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0101

Expires: July 31, 2023

Estimated average burden hours per response 1.00

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

SEC USE ONLY

DOCUMENT SEQUENCE NO.

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

CUSIP NUMBER

1 (a) NAME OF ISSUER (Please type or print)

MITEK SYSTEMS, INC.

(b) IRS IDENT. NO.

87-0418827

001-35231

WORK LOCATION

1 (d) ADDRESS OF ISSUER

600 B STREET, SUITE 100 SAN DIEGO, CALIFORNIA 92101

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

AREA CODE

NUMBER

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

JEFFREY DAVISON

(b) RELATIONSHIP TO

ISSUER

INSIDER

600 B STREET, SUITE 100 SAN DIEGO, CALIFORNIA 92101

STATE

ZIP CODE

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3(a)

Title of the Class of Securities To Be Sold

(b)

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

SEC USE ONLY

(c)

Number of Shares or Other Units

To Be Sold

(See instr. 3(c))

(d)

Aggregate

Market

Value

(See instr. 3(d))

(e)

Number of Shares or Other Units Outstanding

(See instr. 3(e))

(f)

Approximate

Date of Sale

(See instr. 3(f))

(MO. DAY YR.)

(g)

Name of Each Securities Exchange

(See instr. 3(g))

Broker-Dealer File Number

COMMON

E*TRADE FINANCIAL CORPORATION
3 EDISON DRIVE
ALPHARETTA, GA 30005

3,639

$53,882

42,853,348

03/23/2021

NASDAQ

3,038

$44,985

42,853,348

03/23/2021

INSTRUCTIONS:

1.(a) Name of issuer

(a)Issuer’s I.R.S. Identification Number

(b)Issuer’s S.E.C. file number, if any

(c)Issuer’s address, including zip code

(d)Issuer’s telephone number, including area code

2.(a) Name of person for whose account the securities are to be sold

(a)Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

(b)Such person’s address, including zip code

3.(a) Title of the class of securities to be sold

(a)Name and address of each broker through whom the securities are intended to be sold

(b)Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(c)Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(d)Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(e)Approximate date on which the securities are to be sold

(f)Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

DocuSign Envelope ID: 0CB624D1-C0F6-488F-A4AF-E1EBC811CFAC

TABLE I –– SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

COMMON

03/22/2021
03/22/2021

RESTRICTED STOCK

ISSUER

3,639
3,038

03/23/2021
03/23/2021

CASH

INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

JEFFREY DAVISON

600 B STREET, SUITE 100 SAN DIEGO, CALIFORNIA 92101

RESTRICTED STOCK

03/23/2021
03/23/2021

3,639
3,038

$53,882
$44,985

REMARKS:

SEC 1147 (02-08)

DocuSign Envelope ID: 0CB624D1-C0F6-488F-A4AF-E1EBC811CFAC

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information

in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule

10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

03/24/2021

DATE OF NOTICE

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1

/s/ Jason Gray, by Power of Attorney

SIGNATURE

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (02-08)