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 *
DUPPER THADDEUS
   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
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O EVOLVING SYSTEMS, INC., 9777 PYRAMID COURT, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2014
(Street)

ENGLEWOOD, CO 80112		 4. If Amendment, Date Original Filed(Month/Day/Year)
03/13/2014		 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 03/13/2014   M   2,534 A $ 5.36 218,396 D  
Common Stock 03/13/2014   M   10,937 A $ 5.58 229,333 D  
Common Stock 03/13/2014   M   19,999 A $ 5.98 249,332 D  
Common Stock 05/02/2014   F(1)   26,376 D $ 9.07 222,956 D  
Common Stock               13,000 I By wife

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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
Employee Stock Option (right to buy) $ 5.36 (2) 03/13/2014   M     2,534   (3) 05/05/2014 Common Stock 2,534 $ 0 (4) 0 D  
Employee Stock Option (right to buy) $ 5.58 (2) 03/13/2014   M     10,937   (3) 05/05/2014 Common Stock 10,937 $ 0 (4) 0 D  
Employee Stock Option (right to buy) $ 5.98 (2) 03/13/2014   M     19,999   (3) 11/01/2014 Common Stock 19,999 $ 0 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DUPPER THADDEUS
C/O EVOLVING SYSTEMS, INC.
9777 PYRAMID COURT, SUITE 100
ENGLEWOOD, CO 80112		   X     President & CEO  

Signatures

 Thaddeus Dupper   05/02/2014
**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 Amendment to Form 4 is being filed to correct the original report filed on March 13, 2014. As previously reported, Mr. Dupper exercised options to purchase 33,470 shares of the Company's common stock. As approved by the Company's Compensation Committee, Mr. Dupper elected to pay the exercise price of the options ($194,204.72) by having the Company withhold shares having a fair market value equal to the total exercise price, plus associated taxes. There was an error in the amount of calculated taxes, resulting in an incorrect number of shares withheld by the Company. This report correctly reflects that Mr. Dupper retained 7,094 shares in connection with the net exercise.
(2) Exercise prices for outstanding options granted from the Amended and Restated 2007 Stock Incentive Plan were adjusted due to the Special Dividends paid on January 3, 2012 and May 29, 2012, per Nasdaq regulations.
(3) All options exercised had fully vested at the time of exercise.
(4) Employee stock options are granted without payment of consideration.

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