SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MURRAY JOSEPH P
(Last) (First) (Middle)
C/O EVOLVING SYSTEMS, INC.
9777 MT. PYRAMID COURT, SUITE 100
(Street)
ENGLEWOOD CO 80112
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EVOLVING SYSTEMS INC [ EVOL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V.P. of Development
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 12/11/2003 M 5,000 A $0.58 5,000 D
Common Stock 12/11/2003 M 35,000 A $2.85 40,000 D
Common Stock 12/11/2003 S 1,000 D $14.8 39,000 D
Common Stock 12/11/2003 S 4,500 D $14.76 34,500 D
Common Stock 12/11/2003 S 22,000 D $14.75 12,500 D
Common Stock 12/11/2003 S 2,500 D $14.78 10,000 D
Common Stock 12/11/2003 S 10,000 D $15 0 D
Common Stock 12/12/2003 M 44,559 A $2.85 44,559 D
Common Stock 12/12/2003 M 7,091 A $2.93 51,650 D
Common Stock 12/12/2003 S 2,000 D $15 49,650 D
Common Stock 12/12/2003 S 3,000 D $14.9 46,650 D
Common Stock 12/12/2003 S 32,323 D $14.5 14,327 D
Common Stock 12/12/2003 S 600 D $14.51 13,727 D
Common Stock 12/12/2003 S 600 D $14.52 13,127 D
Common Stock 12/12/2003 S 5,000 D $14.53 8,127 D
Common Stock 12/12/2003 S 700 D $14.55 7,427 D
Common Stock 12/12/2003 S 77 D $14.58 7,350 D
Common Stock 12/12/2003 S 7,350 D $14.6 0 D
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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (Right to Buy) $0.58 12/11/2003 M 5,000 (1) 12/04/2011 Common Stock 5,000 (2) 0 D
Employee Stock Option (Right to Buy) $2.85 12/11/2003 M 6,875 (3) 07/27/2010 Common Stock 6,875 (2) 3,125 D
Employee Stock Option (Right to Buy) $2.85 12/11/2003 M 17,186 (4) 08/06/2010 Common Stock 17,186 (2) 7,814 D
Employee Stock Option (Right to Buy) $2.85 12/11/2003 M 10,939 (5) 01/02/2011 Common Stock 10,939 (2) 24,061 D
Employee Stock Option (Right to Buy) $2.85 12/12/2003 M 8,748 (5) 01/02/2011 Common Stock 8,748 (2) 15,313 D
Employee Stock Option (Right to Buy) $2.85 12/12/2003 M 2,624 (6) 05/30/2010 Common Stock 2,624 (2) 876 D
Employee Stock Option (Right to Buy) $2.93 12/12/2003 M 7,091 (7) 04/06/2013 Common Stock 7,091 (2) 42,909 D
Employee Stock Option (Right to Buy) $2.85 12/12/2003 M 20,000 (8) 05/09/2009 Common Stock 20,000 (2) 0 D
Employee Stock Option (Right to Buy) $2.85 12/12/2003 M 5,687 (9) 10/26/2009 Common Stock 5,687 (2) 813 D
Employee Stock Option (Right to Buy) $2.85 12/12/2003 M 7,500 (10) 03/14/2010 Common Stock 7,500 (2) 2,500 D
Explanation of Responses:
1. 20,000 shares vest in eight quarterly installments beginning March 5, 2002.
2. Employee stock options are granted without payment of consideration.
3. 6,250 of the shares vested on October 4, 2003. The remaining 3,750 shares will vest in six quarterly installments beginning October 28, 2003.
4. 15,624 of the shares vested on October 4, 2003. The remaining 9,376 shares vest in six quarterly installments beginning November 7, 2003.
5. 19,187 of the shares vested on October 4, 2003. The remaining 15,313 shares vest in seven quarterly installments beginning January 3, 2004.
6. 2,406 of the shares vested on October 4, 2003. The remaining 1,094 shares vest in five quarterly installments beginning November 30, 2003.
7. 100% of the shares vest in sixteen quarterly installments beginning July 7, 2003.
8. 18,750 of the shares vested on October 4, 2003. The remaining 1,250 of the shares vested on November 10, 2003.
9. 5,281 of the shares vested on October 4, 2003. The remaining 1,219 shares vest in three quarterly installments beginning October 27, 2003.
10. 7,500 of the shares vest on October 4, 2003. the remaining 2,500 shares vest in four quarterly installments beginning December 15, 2003.
Remarks:
Anita T. Moseley, as Attorney in Fact for Joseph P. Murray 12/15/2003
** Signature of Reporting Person Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.