13D Filing: Shah Capital Management and Utstarcom Holdings Corp. (NASDAQ:UTSI)

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If the Proposed Transaction is completed, the Companys Ordinary Shares would become
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 and would be delisted from the NASDAQ Stock Market LLC.

References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached
hereto as Exhibit 99.3 and incorporated herein by reference as if set forth in its entirety herein.

Except as indicated above, the
Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)-(b) The following table sets forth the beneficial ownership of
Ordinary Shares of the Company for each of the Reporting Persons as of March 24, 2017.

Name		Shares Beneficially Owned				Percentage of Total				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
Shah Opportunity(1)			7,550,000				21.3	%							7,550,000								7,550,000
Mr. Shah(2)			7,550,000				21.3	%							7,550,000								7,550,000
Mr. Lu(3)			1,158,346				3.3	%			1,158,346								1,158,346
Lu Charitable Trust(4)			26,925				0.1	%			26,925								26,925
Lu Family Trust(5)			16,408				0.0	%			16,408								16,408
Lu Family Partnership(6)			76,333				0.2	%			76,333								76,333
Mr. Ti(7)			180,596				0.5	%			180,596								180,596

(1)	Includes 7,550,000 Ordinary Shares. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC.

(2)	Includes 7,550,000 Ordinary Shares owned by Shah Opportunity. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC.

(3)

Includes (i) 1,038,680 Ordinary Shares, (ii) 26,925 Ordinary Shares registered in the name of Lu Charitable Trust, of which Mr. Lu is the trustee, (iii) 16,408 Ordinary Shares registered in the name of the Lu Family Trust, of which Mr. Lu is a trustee and of which Mr. Lu and his spouse are beneficiaries, (iv) 76,333 Ordinary Shares registered in the name of The Lu Family Limited Partnership, of which Mr. Lu is a general partner.

(4)	Includes 26,925 Ordinary Shares. Mr. Lu is the trustee of Lu Charitable Trust.

(5)	Includes 16,408 Ordinary Shares. Mr. Lu is the trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries.

(6)	Includes 76,333 Ordinary Shares. Mr. Lu is a general partner of Lu Family Partnership.

(7)

Includes (i) 13,947 Ordinary Shares, (ii) 41,662 Ordinary Shares subject to vesting of 41,662 restricted shares held by Mr. Ti currently or within 60 days of the date hereof, (iii) 124,987 Ordinary Shares subject to vesting of 124,987 performance shares held by Mr. Ti currently or within 60 days of the date hereof.