U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 3
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, 2001
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)
1
CUSIP Number: 30049R 10 0
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George A. Hallenbeck
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 2,118,577
-----------------------------------------
Beneficially 6 Shared Voting Power
Owned by 100,000
-----------------------------------------
Each Reporting 7 Sole Dispositive Power
Person With: 1,355,077
-----------------------------------------
8 Shared Dispositive Power
100,000
-----------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,218,577
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
11 Percent of Class Represented by Amount in Row (9)
16.69%
12 Type of Reporting Person
IN
2
CUSIP Number: 30049R 10 0
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jacquie Hallenbeck
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 None
-----------------------------------------
Beneficially 6 Shared Voting Power
Owned by None
-----------------------------------------
Each Reporting 7 Sole Dispositive Power
Person With: 763,500
-----------------------------------------
8 Shared Dispositive Power
None
-----------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
763,500
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
11 Percent of Class Represented by Amount in Row (9)
5.74%
12 Type of Reporting Person
IN
3
Item 1.
(a) Evolving Systems, Inc.
(b) 9777 Mt. Pyramid Court
Englewood, Colorado 80112
Item 2.
(a) Name of Person Filing
George A. Hallenbeck, on his own behalf and on behalf of
Jacquie Hallenbeck (see the Joint Filing Agreement attached
hereto as Exhibit A).
(b) Address of Principal Business Office or, if none, Residence
c/o Evolving Systems, Inc.
9777 Mt. Pyramid Court
Englewood, CO 80222
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
30049R 10 0
Item 3. N/A
Item 4. Ownership
(a) Amount beneficially owned:
George A. Hallenbeck: 2,218,577
Jacquie Hallenbeck: 763,500
(b) Percent of class:
George A. Hallenbeck: 16.69%
Jacquie Hallenbeck: 5.74%
4
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
George A. Hallenbeck: 2,118,577
Jacquie Hallenbeck: None
(ii) Shared power to vote or to direct the vote:
George A. Hallenbeck: 100,000
Jacquie Hallenbeck: None
(iii) Sole power to dispose or to direct the disposition of :
George A. Hallenbeck: 1,355,077
Jacquie Hallenbeck: 763,500
(iv) Shared power to dispose or to direct the disposition of :
George A. Hallenbeck: 100,000
Jacquie Hallenbeck: None
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
5
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.
---------------------------------------
Date
/s/ George A.Hallenbeck
---------------------------------------
George A. Hallenbeck
6
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents to the execution
and joint filing on his or her behalf by George A. Hallenbeck of this Schedule
13G regarding beneficial ownership of Common Stock of Evolving Systems, Inc. as
of December 31, 2001.
/s/ George A. Hallenbeck
---------------------------------------
George A. Hallenbeck
/s/ Hacquie Hallenbeck
---------------------------------------
Jacquie Hallenbeck