U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
EVOLVING SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
(CUSIP Number)
30049R 10 0
(Date of Event Which Requires Filing of this Statement)
December 31, 2000
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
CUSIP Number: 30049R 10 0
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harry B. Fair
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of 5 Sole Voting Power
Shares 1,350,000
------------------
Beneficially 6 Shared Voting Power
Owned by 357,500
------------------
Each Reporting 7 Sole Dispositive Power
Person With: 1,350,000
------------------
8 Shared Dispositive Power
357,500
------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,707,500
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
11 Percent of Class Represented by Amount in Row (9)
13.27%
12 Type of Reporting Person
IN
Item 1.
(a) Evolving Systems, Inc.
(b) 9777 Mt. Pyramid Court
Englewood, Colorado 80112
Item 2.
(a) Name of Person Filing
Harry B. Fair
(b) Address of Principal Business Office or, if none, Residence
c/o The Brogden Group, LLC
14823 East Hinsdale Avenue
Englewood, CO 80112
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
30049R 10 0
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
N/A
Item 4. Ownership
(a) Amount beneficially owned
1,707,500
Percent of class:
13.27%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,350,000
(ii) Shared power to vote or to direct the vote
357,500
(iii) Sole power to dispose or to direct the disposition of
1,350,000
(iv) Shared power to dispose or to direct the disposition of
357,500
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
February 7, 2001
------------------------
/s/ Harry B. Fair
------------------------
Harry B. Fair
------------------------
Name