Sec Form 4 Filing - LOARIE ROBERT J @ EVOLVING SYSTEMS INC - 2003-08-21

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person LOARIE ROBERT J 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2003 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/21/2003 S 13,500 D $ 8.65 0 D Common Stock 08/22/2003 S 10,852 D $ 8.34 0 D Common Stock 23,000 I ( 3 ) through partnerships

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 E xercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 0.39 ( 1 ) 10/29/2012 Common Stock 35,007 35,007 I ( 3 ) through partnerships Option (right to buy) $ 0.75 ( 2 ) 12/19/2011 Common Stock 26,667 26,667 I ( 3 ) through partnerships

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOARIE ROBERT J 3000 SAND HILL ROAD BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Signatures /s/ Robert J. Loarie 08/25/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) The Option vests in 31 equal monthly installments from the date of grant. ( 2 ) The Option vests in 36 equal monthly installments beginning on December 20, 2001. ( 3 ) The Option is owned directly by Morgan Stanley Venture Partners II, L.P. (the "General Partner"). The Reporting Person disclaims any beneficial ownership of any of the securities owned by the General Partner except to the extent of his proportionate pecuniary interest in the General Partner.

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.