Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SINGER JULIAN D.
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O EVOLVING SYSTEMS, INC., 9777 PYRAMID COURT, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017
(Street)

ENGLEWOOD, CO 80112
4. If Amendment, Date 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
(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 (1) 03/10/2017   A   190,000 (2) A $ 0.001 (3) 190,000 D  
Common Stock               245,138 (4) (5) I by JDS1 LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SINGER JULIAN D.
C/O EVOLVING SYSTEMS, INC.
9777 PYRAMID COURT, SUITE 100
ENGLEWOOD, CO 80112
       

Signatures

 /s/ Julian D. Singer   03/10/2017
**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) This is a grant of restricted stock vesting over a four-year period, with one-fifth vesting on January 1, 2018 and the balance vesting in equal increments beginning in March 2018 through March 2021. Restrictions on 40% of the Award will lapse (shares will vest) based upon achievement by the Company of annual performance targets established by the Board of Directors.
(2) On March 10, 2017, Mr. Singer was appointed the Chairman of the Strategic Initiatives Committee of the Board of Directors, formed to assist Company management with evaluating strategic partnerships, mergers and acquisitions.
(3) Nominal consideration of par value ($.001) per share was paid for the restricted stock.
(4) The reporting person is a beneficiary of Singer Children's Management Trust and disclaims beneficial ownership over any securities held by Singer Children's Management Trust except to the extent of his reportable pecuniary interest therein. Singer Children's Management Trust owns 2,645,638 shares of Common Stock of the Issuer. Pursuant to Rule 16a-8(b), the reporting person is not deemed to have a reportable pecuniary interest in shares held by Singer Children's Management Trust.
(5) The Reporting Person is the managing member of JDS1 LLC and controls all investment decisions of the entity.

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