If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box ☑.
|
CUSIP No.
|
30049R209
|
13D/A27
|
Page 2 of 5
|
|
1
|
NAME OF REPORTING PERSON
|
|
Karen Singer
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ ]
|
|
3
|
SEC USE ONLY
|
|
4
|
_______________
SOURCE OF FUNDS*
|
|
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2I
|
[ ]
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
4,087,374
|
|
8
|
SHARED VOTING POWER
|
|
0
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
4,087,374
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
4,087,374
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
[ ]
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
33.3 %
|
|
14
|
TYPE OF REPORTING PERSON*
|
|
IN
|
|
|
|
|
|
|
|
|
SCHEDULE 13D/A27
This constitutes Amendment No. 27 (the
“Amendment No. 27”) to the statement on Schedule 13D filed on behalf of Karen Singer (“Ms. Singer”), dated
and filed February 28, 2008 (as amended, the “Statement”), relating to the common stock, $0.001 par value per share
(the “Common Stock”), of Evolving Systems, Inc. (the “Issuer”). Unless specifically amended or modified
hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 3. Source and Amount of
Fund or Other Consideration
Item 3 of the Statement is herby amended
and restated as follows:
Ms. Singer is the trustee of the Trust
which was created pursuant to that certain Trust Agreement, dated May 19, 1998 (the “Trust Agreement”) All of the shares
of Common Stock reported herein were purchased with funds generated and held by the Trust. The aggregate amount of the funds used for
the purchase of these shares was approximately $14,462,389.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby
supplemented and superseded, as the case may be, as follows:
The purpose of this Amendment
27 is to report that, since the filing of Amendment No. 26 to the Statement dated February 2, 2022 (“Amendment No. 26”), a
material change occurred in the percentage of the shares of Common Stock beneficially owned by Ms. Singer.
Except as described above in this Item
4 and herein, Ms. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions
or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Ms. Singer reserves the right to change plans and take any and
all actions that Ms. Singer may deem appropriate to maximize the value of her investments, including, among other things, purchasing or
otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned
by him, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the
Issuer or its securities to the extent deemed advisable by Ms. Singer in light of her general investment policies, market conditions,
subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Ms. Singer may take any other
action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
Item 5. Interest in Securities
of the Issuer
Item 5 of the Statement is hereby amended
and restated as follows:
The aggregate percentage of shares of
Common Stock reported owned is based upon 12,257,715 shares of Common Stock reported as outstanding on Sept 30, 2021 in the Issuer’s
Form 10-Q filed on November 10, 2021.
(a) As of the date hereof, Ms.
Singer beneficially owns 4,087,374 shares of Common Stock, comprising approximately
33.3% of the outstanding shares of Common Stock.
(b) 1. Sole power to vote or direct
vote: 4,087,374[2]
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct
the disposition: 4,087,374[3]
4. Shared power to dispose or direct
the disposition: 0
(c) Ms.
Singer has entered into the following transaction in the Share of Common Stock since the filing of Amendment 26:
|
Date of Transaction
|
Amount of Shares Purchased
|
Price per Share ($)
|
|
02/04/2022
|
12,598
|
1.8459
|
|
02/10/2022
|
40,111
|
1.8924
|
|
02/11/2022
|
100,000
|
1.78
|
(d) No
person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock.
(e) Not
applicable.
______________
[2]
Ms. Singer has sole voting power with respect to all shares held by the Trust.
[3]
Ms. Singer has sole dispositive power with respect to all shares held by the Trust
After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2022
/s/ Karen Singer
Karen Singer
.
