FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * THORNTON JOHN M   2. Issuer Name and Ticker or Trading Symbol MITEK SYSTEMS INC [MITK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8911 BALBOA AVE., SUITE B 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2013 (Street) SAN DIEGO, CA 92123 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/20/2013   M(1)   25,000 A $ 0.79 169,613 (2) D   Common Stock 02/20/2013   F   13,569 (1) D $ 4.18 156,044 (3) D   Common Stock 02/20/2013   M(4)   25,000 A $ 0.79 147,307 (5) D   Common Stock 02/20/2013   F   4,725 (4) D $ 4.18 142,582 (6) D   Common Stock               2,143,584 I Trust (7) Common Stock               15,000 I Foundation (7) (8)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 0.79

02/20/2013

M

25,000

(9)

02/24/2013

Common Stock

25,000

$ 0

0

D

Stock Option (right to buy)

$ 0.79

02/20/2013

M

25,000

(9)

02/24/2013

Common Stock

25,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
THORNTON JOHN M 8911 BALBOA AVE., SUITE B SAN DIEGO, CA 92123	X
THORNTON SALLY B 8911 BALBOA AVE., SUITE B SAN DIEGO, CA 92123	X

Signatures

/s/ Fred Hutton, by power of attorney		02/22/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the exercise of a non-qualified stock option, granted February 24, 2010, to purchase 25,000 shares of common stock under the cashless exercise method, resulting in the issuance of 11,431 shares of common stock to the reporting person and the cancellation of the remaining 13,569 shares in consideration of the issuance, after disposition of shares to pay withholding taxes.
(2)	Comprised of 94,613 shares of common stock and 75,000 restricted stock units, in each case held directly by John M. Thornton. John M. Thornton and Sally B. Thornton are husband and wife and Mrs. Thornton has beneficial ownership of these shares.
(3)	Comprised of 81,044 shares of common stock and 75,000 restricted stock units, in each case held directly by John M. Thornton. Mrs. Thornton has beneficial ownership of these shares.
(4)	Represents the exercise of a non-qualified stock option, granted February 24, 2010, to purchase 25,000 shares of common stock under the cashless exercise method, resulting in the issuance of 20,275 shares of common stock to the reporting person and the cancellation of the remaining 4,725 shares in consideration of the issuance.
(5)	Comprised of 72,307 shares of common stock and 75,000 restricted stock units, in each case held directly by Sally B. Thornton. Mr. Thornton has beneficial ownership of these shares.
(6)	Comprised of 67,582 shares of common stock and 75,000 restricted stock units, in each case held directly by Sally B. Thornton. Mr. Thornton has beneficial ownership of these shares.
(7)	Mr. and Mrs. Thornton are co-trustees.
(8)	Mr. and Mrs. Thornton beneficially own an aggregate of 2,457,210 shares of common stock as set forth in this Form 4.
(9)	Option fully vested on date of grant.

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