SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GARTSIDE STEPHEN K JR

(Last)

(First)

(Middle)

C/O EVOLVING SYSTEMS, INC.

9777 MT. PYRAMID COURT, SUITE 100

(Street)

ENGLEWOOD

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2004		M⁽¹⁾		3,749	A	$0.58	28,749	D
Common Stock	04/01/2004		M		5,195	A	$2.85	33,944	D
Common Stock	04/01/2004		M		3,056	A	$2.93	37,000	D
Common Stock	04/01/2004		S		1,500	D	$8.01	35,500	D
Common Stock	04/01/2004		S		2,500	D	$8.02	33,000	D
Common Stock	04/01/2004		S		1,000	D	$8.05	32,000	D
Common Stock	04/01/2004		S		1,000	D	$8.17	31,000	D
Common Stock	04/01/2004		S		1,000	D	$8.2	30,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (Right to Buy)	$0.58	04/01/2004		M			2,381	⁽²⁾	12/04/2011	Common Stock	2,381	⁽³⁾	22,144	D
Non-Qualified Stock Option (Right to Buy)	$0.58	04/01/2004		M			1,368	⁽⁴⁾	12/04/2011	Common Stock	1,368	⁽³⁾	4,107	D
Employee Stock Option (Right to buy)	$2.85	04/01/2004		M			5,195	⁽⁵⁾	08/16/2011	Common Stock	5,195	⁽³⁾	71,305	D
Employee Stock Option (Right to Buy)	$2.93	04/01/2004		M			3,056	⁽⁶⁾	04/06/2013	Common Stock	3,056	⁽³⁾	363,944	D

Explanation of Responses:

1. The exercise and sale of the shares reported in this Form 4 were effected pursuant to a selling plan dated December 10, 2003 that is intended to comply with Rule 10b5-1(c). Under the plan, Mr. Gartside will exercise 12,000 stock options each month and will sell up to 7,000 shares of stock each month over a period commencing January 1, 2004 and ending December 31, 2004. An 8-K announcing the selling plan was filed with the SEC December 17, 2003.

2. 19,050 of the shares vest in eight quarterly installments beginning March 5, 2003. The remaining 15,000 shares vest in four quarterly installments beginning March 5, 2005.

3. Employee stock options are granted without payment of consideration.

4. 15,000 shares vested on December 5, 2002. The remaining 10,950 shares vest in eight quarterly installments beginning March 5, 2003.

5. 37,500 of the shares vested on October 4, 2003; the remaining 62,500 shares vest in ten quarterly installments beginning November 17, 2003.

6. 100% of the shares vest in sixteen quarterly installments beginning July 7, 2003.

Remarks:

	Anita T. Moseley, Attorney in Fact for Stephen K. Gartside, Jr.	04/05/2004
	** 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.