Sec Form 4 Filing - FURLONG PATRICK SHANE @ EVOLVING SYSTEMS INC - 2004-03-12

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

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1. Name and Address of Reporting Person FURLONG PATRICK SHANE 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 X __ Officer (give title below) _____ Other (specify below) V.P., Principal-Consulting (Last) (First) (Middle) C/O EVOLVING SYSTEMS, INC., 9777 MT. PYRAMID COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2004 (Street) ENGLEWOOD, CO80112 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 03/12/2004 M( 1 ) 1,250 A $ 0.58 1,438 D Common Stock 03/12/2004 M 5,843 A $ 2.85 7,281 D Common Stock 03/12/2004 M 1,875 A $ 2.93 9,156 D Common Stock 03/12/2004 S 1,382 D $ 8.19 7,774 D Common Stock 03/12/2004 S 500 D $ 8.2 7,274 D Common Stock 03/12/2004 S 4,080 D $ 8.23 3,194 D Common Stock 03/12/2004 S 1,100 D $ 8.24 2,094 D Common Stock 03/12/2004 S 100 D $ 8.25 1,994 D Common Stock 03/12/2004 S 100 D $ 8.28 1,894 D Common Stock 03/12/2004 S 700 D $ 8.29 1,194 D Common Stock 03/12/2004 S 716 D $ 8.3 478 D Common Stock 03/12/2004 S 300 D $ 8.31 178 D Common Stock 03/12/2004 S 178 D $ 8.32 0 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 (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 Exercisable Expiration Date Title Amount or Number of Shares Incentive Stock Option (Right to Buy) $ 0.58 03/12/2004 M 1,250 ( 2 ) 12/04/2011 Common Stock 1,250 ( 3 ) 8,750 D Employee Stock Option (Right to Buy) $ 2.85 03/12/2004 M 625 ( 4 ) 10/26/2009 Common Stock 625 ( 3 ) 625 D Employee Stock Option (Right to Buy) $ 2.85 03/12/2004 M 625 ( 5 ) 03/14/2010 Common Stock 625 ( 3 ) 1,875 D Employee Stock Option (Right to Buy) $ 2.85 03/12/2004 M 625 ( 6 ) 07/27/2010 Common Stock 625 ( 3 ) 2,500 D Employee Stock Option (Right to Buy) $ 2.85 03/12/2004 M 2,187 ( 7 ) 01/02/2011 Common Stock 2,187 ( 3 ) 13,126 D Employee Stock Option (Right to Buy) $ 2.85 03/12/2004 M 1,562 ( 8 ) 08/06/2010 Common Stock 1,562 ( 3 ) 6,252 D Employee Stock Option (Right to Buy) $ 2.85 03/12/2004 M 219 ( 9 ) 05/30/2010 Common Stock 219 ( 3 ) 657 D Employee Stock Option (Right to Buy) $ 2.93 03/12/2004 M 1,875 ( 10 ) 04/06/2013 Common Stock 1,875 ( 3 ) 24,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FURLONG PATRICK SHANE C/O EVOLVING SYSTEMS, INC. 9777 MT. PYRAMID COURT, SUITE 100 ENGLEWOOD, CO80112 V.P., Principal-Consulting Signatures Anita T. Moseley, Attorney in Fact for Patrick Shane Furlong 03/16/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Furlong resigned from the Company effective March 12, 2004. Under the company's stock option plan, he had up to three months to exercise his vested options. ( 2 )100% of the share vest in eight quarterly installments beginning March 5, 2004. ( 3 )Employee stock options are granted without payment of consideration. ( 4 )7,500 of the shares vested on October 4, 2003; the remaining 1,875 vest in three quarterly installments beginning October 27, 2003. ( 5 )7,500 of the shares vested on October 4, 2003; the remaining 2,500 shares vest in four quarterly installments beginning December 15, 2003. ( 6 )6,250 of the share vested on October 4, 2003; the remaining 3,750 shares vest in six quarterly installments beginning October 27, 2003. ( 7 )19,687 shares vested on October 4, 2003; the remaining 15,313 shares vest in 7 quarterly installments beginning January 3, 2004. ( 8 )15,624 of the shares vested on October 4, 2003; the remaining 9,376 shares vest in six quarterly installments beginning November 7, 2003. ( 9 )2,188 of the shares vested on October 4, 2003; the remaining 1,094 shares vest in five quarterly installments beginning November 31, 2003. ( 10 )100% of the shares vest in sixteen quarterly installments beginning July 7, 2003.

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).

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