Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  SARAH CLARK
 2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2016		 3. Issuer Name and Ticker or Trading Symbol
MITEK SYSTEMS INC [MITK]
(Last)
(First)
(Middle)
8911 BALBOA AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
General Manager
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92123		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 80,000
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who 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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 11/04/2014 11/04/2024 Common Stock 20,000 (2) $ 2.66 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SARAH CLARK
8911 BALBOA AVENUE
SAN DIEGO, CA 92123		       General Manager

Signatures

/s/ Shannon Catalano, by power of attorney. 04/14/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Comprised of 8,740 shares of common stock and 71,250 shares of common stock subject to restricted stock units (RSU) held by the reporting person. Of the total 71,250 shares, 2,500 of the shares subject to the RSU award vest in two equal installments on 11/5/16 and 11/5/2017; 18,750 shares vest in 3 equal installments on 4/29/2016, 4/29/2017, and 4/29/2018; and 50,000 shares vest in 4 equal installments on 11/16/2016, 11/16/2017, 11/16/2018 and 11/16/2019.
(2) Represents a non-qualified stock option granted on November 4, 2014. Twenty-five percent of the shares subject to the award vested on the first anniversary of the grant date and the remaining shares subject to the award began vesting monthly thereafter in thirty-six equal installments.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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 number.