13D Filing: Piton Capital Partners LLC and Evolving Systems Inc (EVOL)

Preliminary Note. Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D filed on April 27, 2017 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”).  Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings given them in the Original Schedule 13D.  The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 1.

Item 3.      Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

As of June 13, 2017, the Reporting Person had purchased an aggregate of 792,089 Shares over the course of various prior purchases totaling approximately $3.5 million.

Shares reported herein as beneficially owned by the Reporting Person are held from time to time in margin accounts established with the Reporting Person’s prime broker(s).  Therefore, a portion of the purchase price for the Shares may be obtained through margin borrowing. Such Shares are held by the Reporting Person in one or more commingled margin account(s), which may extend margin credit to the Reporting Person from time to time subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. Positions held in the margin account are then pledged as collateral for the repayment of debit balances in the account. The Reporting Person used cash on hand to fund the portion of the purchase price for the Shares not obtained through margin borrowing.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: