Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
EVOLVING SYSTEMS, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
30049R209
(CUSIP Number)
Garrett Lynam
Kokino LLC
201 Tresser Boulevard, 3rd Floor
Stamford, CT 06901
(203) 595-4552
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 1, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D/A
| CUSIP No. 30049R209 | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Piton Capital Partners LLC 47-3106673 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |
¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES |
7 | SOLE VOTING POWER 0 shares of Common Stock(1) |
| BENEFICIALLY OWNED BY |
8 | SHARED VOTING POWER -0- |
| EACH REPORTING |
9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock(1) |
| PERSON WITH |
10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock(1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% of outstanding shares of Common Stock(2) | |
| 14 | TYPE OF REPORTING PERSON OO | |
(1) See Item 5.
(2) This calculation is rounded down to the nearest tenth and is based upon 12,257,715 Shares outstanding, as reported in the Issuer’s Schedule 14A filed on November 30, 2021 (File No. 001-34261).
| CUSIP NO. 30049R209 | SCHEDULE 13D/A |
Preliminary Note. Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 6”) amends the Schedule 13D filed on April 27, 2017 (the “Original Schedule 13D”), as amended on June 13, 2017 (“Amendment No. 1”), August 3, 2017 (“Amendment No. 2”), November 13, 2017 (“Amendment No. 3”), November 28, 2017 (“Amendment No. 4”), and March 22, 2021 (“Amendment No. 5”). The Original Schedule 13D, Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 are collectively referred to herein as the “Schedule 13D”. Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings given them in the Original Schedule 13D (as amended). The Original Schedule 13D (as amended) remains in full force and effect, except as specifically amended by this Amendment No. 6. This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Person.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by adding the following sentence as the second paragraph thereof:
As of February 1, 2022, the Reporting Person has agreed to sell all of the Shares it beneficially owns, as described in Item 5 of this Amendment No. 6.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| Shares Beneficially Owned by Reporting Person1 |
Percent of Class2 | ||
| (a) and (b) | Sole Voting Power | -0- | 0% |
| Shared Voting Power | -0- | 0% | |
| Sole Dispositive Power | -0- | 0% | |
| Shared Dispositive Power | -0- | 0% | |
| Aggregate Voting and Dispositive Power | -0- | 0% |
| 1 | The Reporting Person is a pooled investment vehicle formed for the benefit of a single family and certain “key employees” (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the “Family Office Rule”)) of Kokino. The Reporting Person is managed by its managing member, PCM. PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of the Reporting Person, and in that capacity Kokino acts on behalf of the Reporting Person as an agent. Robert Averick, in his capacity as an employee of Kokino, manages the Reporting Person’s investment in the Shares. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). PCM and Kokino are each a “family office” (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM, Kokino or Mr. Averick may hold over the Shares is ultimately attributed to the Reporting Person. |
| 2 | This calculation is rounded down to the nearest tenth and is based upon 12,257,715 Shares outstanding, as reported in the Issuer’s Schedule 14A filed on November 30, 2021 (File No. 001-34261). |
| CUSIP NO. 30049R209 | SCHEDULE 13D/A |
| (c) | The following table sets forth all transactions in the Shares effected by the Reporting Person during the sixty days preceding the filing of this Amendment No. 6. Such sale was made to a buyer who is not affiliated or associated with the Reporting Person in a private sale at the negotiated price listed below. The sale was effectuated with the assistance of one or more brokers and the reported price per share excludes brokerage commissions. |
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 2/1/22 | (982,108) | $2.40 |
| (d) | Except as described in this Schedule 13D (including Item 2(a) and the footnotes to Items 5(a) and 5(b)), to the knowledge of the Reporting Person, only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reported by the Schedule 13D. |
| (e) | February 1, 2022. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended by adding the following sentence as the second paragraph thereof:
The response to Item 5(c) is incorporated herein by reference.
| CUSIP NO. 30049R209 | SCHEDULE 13D/A |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 2, 2022 | ||
| Piton Capital Partners LLC | ||
| By: Piton Capital Management LLC, its managing member | ||
| By: Kokino LLC, its managing member | ||
| By: | /s/ Garrett Lynam | |
| Name: Garrett Lynam | ||
| Title: General Counsel | ||