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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utilitiy Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Thornton John M.
(Last) (First) (Middle)
2125 Evergreen Street
(Street)
San Diego CA 92106
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol: Mitek Systems, Inc. MITK
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year: October 1997
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
/ x/ Director / x/ 10% Owner
/ / Officer (give title below) / / Other (Specify below)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficiallly
Owned
2. Transaction 3. Transaction 4. Securities Acquired
Date (Month/ Code (Instr. 8) (A) or Disposed (D)
1. Title of Security Day/Year) Code V (Instr. 3, 4 and 5)
(Instr. 3) Amount (A) Price
(D)
Common Stock 10/13/97 J 1,000,000 D $1.00
Common Stock 10/13/97 J 700,000 D $1.50
5. Amount of 6. Ownership 7. Nature of Indirect
Securities Form: Direct Beneficial Ownership
Beneficially (D) or Indirect (Instr. 4)
Owned at End (I) (Instr. 4)
of Month
(Instr. 3 and 4)
2,749,959 I Trust
2,749,959 I Trust
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly
If the form is filed by more than one reporting person, see Instruction 5(b)(v).
Table II: Derivative Security Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
2. Conversions 3. Transaction 4. Transaction Code
1. Title of Derivative or Exercise Price Date (Month/ (Instr. 8)
Security (Instr. 4) of Derivative Day/Year)
Security
5. Number of 6. Date Exercisable and
Derative Securities Expiration Date (Month/Day/Year)
Acquired (A) or
Disposed of (D) Date Exercisable Expiration Date
(Instr. 3, 4 and 5)
Amount (A) or (D)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number
of Shares
8. Price of 9. Number of Derative
Derative Security Securities Beneficially
(Instr. 5) Owned at End of Month
(Instr. 4)
10. Ownership Form 11. Nature of Indirect
of Derative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
Explanation of Responses:
Pursuant to a Stock Option Agreement dated October 13, 1997, the Trust an
co-Trustees granted an option to purchase an aggregate of 1,700,000 shares of
common stock to five optionees. 1,000,000 shares are exercisable at $1.00 per
share and the option expires on April 13, 1998. 700,000 shares are exercisable
at $1.50 per share and the option expires on October 13, 1998. The Stock Option
Agreement and further details regarding this transaction are included in a
Schedule 13D which was filed on behalf of the Trust and the co-Trustees with the
Securities and Exchange Commission on October 23, 1997.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ John M. Thornton
_____________________________
John M. Thornton
Signature of Reporting Person