Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		30049R209

     This constitutes Amendment No. 9 (the “Amendment No. 9”) to the Statement on Schedule 13D, filed on behalf of Karen Singer (“Ms. Singer”), dated February 28, 2008 (the “Statement”), relating to the common stock (the “Common Stock”) of Evolving Systems, Inc., a Delaware corporation (the “Issuer” or “Company”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated as follows:

     Ms. Singer is the trustee of the Trust, which was created pursuant to that certain Trust Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the shares of Common Stock reported herein were purchased with funds generated and held by the Trust. The aggregate amount of funds used for the purchase of these shares was approximately $10,642,072.00.

Item 4. Purpose of the Transaction.

Item 4 of the Statement is hereby amended by adding the following at the end thereof:

     The purpose of this Amendment No. 9 is to report that, since the filing of Amendment No. 8 to the Statement, dated May 21, 2010 (“Amendment No. 8”), a material change occurred in the percentage of shares of Common Stock beneficially owned by Ms. Singer.

     Ms. Singer has also entered into a Confidentiality Agreement in the form filed as Exhibit 99.1 to this Schedule 13D (the “Confidentiality Agreement”), by and between the Issuer and Ms. Singer. The Confidentiality Agreement provided that, subject to certain exceptions set forth therein, the Trust will not disclose and will keep confidential certain information received to the Trust by the Issuer during the period commencing on the date that the Confidentiality Agreement was entered into and ending on July 31, 2010. Ms. Singer entered into the Confidentiality Agreement in connection with the Trust’s ongoing discussions with the Company regarding governance and enhancing shareholder value.

     Except as described above in this Item 4 and herein, Ms. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Ms. Singer reserves the right to change plans and take any and all actions that Ms. Singer may deem appropriate to maximize the value of her investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Ms. Singer in light of her general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Ms. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

     (a) Ms. Singer is the beneficial owner of 2,469,694 shares of Common Stock as trustee of the Trust, comprising approximately 24.6% of the outstanding shares of Common Stock.

     (b) Ms. Singer has sole dispositive and voting power over all of the shares of Common Stock reported on this Schedule 13D.

     (c) Ms. Singer has effected the following transactions in shares of Common Stock on the open market since the filing of Amendment No. 8:

No. of

Transaction

Trade date

Shares

Price/share

Purchase

5/21/2010

35,000

6.8299

Purchase

5/24/2010

94,452

6.8177

     (d) No person other than Ms. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     Item 4 of this Schedule 13D/A is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1		Confidentiality Agreement dated May 24, 2010.

SIGNATURES

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2010