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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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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:

(c)

The following table sets forth all transactions in the Shares effected by the Reporting Person in the past sixty days since the filing of this Amendment No. 1. All such transactions were effected in the open market through various brokerage entities, and the reported price per share excludes brokerage commissions.  The Reporting Person undertakes to provide upon request by the SEC staff full information regarding the number of Shares purchased or sold at each separate price.

¹          The Reporting Person is a pooled investment vehicle formed for the benefit of a single family and certain “key employees” (as defined in SEC Rule 202(a)(11)(G)-1 (the “Family Office Rule”)) of Kokino.  The Reporting Person is managed by its managing member, PCM.  PCM is in turn managed by its managing member, Kokino.  Additionally, Kokino is the trading manager of the Reporting Person, and in that capacity Kokino acts on behalf of the Reporting Person as an agent.  Robert Averick, in his capacity as an employee of Kokino, manages the Reporting Person’s investment in the Shares. PCM, Kokino and Mr. Averick have no pecuniary interest in the Shares beneficially owned by the Reporting Person, except for a minority interest Mr. Averick owns in Piton (which interest may be held directly and, from time to time, indirectly through PCM).  PCM and Kokino are each a “family office” (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM, Kokino or Mr. Averick may hold over the Shares is ultimately attributed to the Reporting Person.

²          This calculation is rounded to the nearest tenth and is based upon 12,475,265 Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 11, 2017.

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.