13D Filing: Shanghai Phicomm Communication Co., Ltd. and Utstarcom Holdings Corp. (UTSI)

Utstarcom Holdings Corp. (NASDAQ:UTSI) is the subject of a new 13D filing issued by Shanghai Phicomm Communication Co., Ltd., which reveals the most up-to-date ownership information of the investment firm in the stock, which you can see in the table below. 13D filings indicate an activist position, which means the filer may make efforts to engage the company’s management and/or board of directors and make recommendations as to ways to improve the company’s operations and enhance the stock’s value to shareholders. Any such transmissions are often disclosed in 13D filings and may be found in the embedded filing below.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
GU GUOPING 11,739,932 11,739,932 11,739,932 31.7%
Shanghai Phicomm Communication Co., Ltd., 11,739,932 11,739,932 11,739,932 31.7%
Phicomm Technology (Hong Kong) Co., Limited 11,739,932 11,739,932 11,739,932 31.7%
The Smart Soho International Limited 11,739,932 11,739,932 11,739,932 31.7%

Page 1 of 8 SEC Filing

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

SCHEDULE
13D

(Amendment
No. 2)

 

Under
the Securities Exchange Act of 1934

 

UTStarcom
Holdings Corp.

(Name
of Issuer)

 

Ordinary
Shares, Par Value US$0.00375 per share

(Title
of Class of Securities)

 

918076100

(CUSIP
Number)

 

GU Guoping
Shanghai Phicomm Communication Co. Ltd.
3666 Sixian Road
Songjiang District
Shanghai, People’s Republic of China

011-86-21- 31183118

 

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January
8, 2016

(Date
of Event which Requires Filing of this Statement)

 

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.

 

*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.

 

The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 8 SEC Filing

           
CUSIP No. 918076100
           
1. Names of Reporting Persons.
GU GUOPING
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization

People’s
Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
11,739,932
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
11,739,932
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,739,932
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13. Percent of Class Represented by Amount in Row (11)
31.7%
14. Type of Reporting Person
IN

2

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Page 3 of 8 SEC Filing

           
CUSIP No. 918076100
           
1. Names of Reporting Persons.
Shanghai Phicomm Communication Co., Ltd.,
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization

People’s
Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
11,739,932
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
11,739,932
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,739,932
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13. Percent of Class Represented by Amount in Row (11)
31.7%
14. Type of Reporting Person
CO

3

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Page 4 of 8 SEC Filing

           
CUSIP No. 918076100
           
1. Names of Reporting Persons.
Phicomm Technology (Hong Kong) Co., Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization

Hong Kong

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
11,739,932
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
11,739,932
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,739,932
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13. Percent of Class Represented by Amount in Row (11)
31.7%
14. Type of Reporting Person
CO

4

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Page 5 of 8 SEC Filing

           
CUSIP No. 918076100
           
1. Names of Reporting Persons.
The Smart Soho International Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of Organization

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
-0-
8. Shared Voting Power
11,739,932
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
11,739,932
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,739,932
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13. Percent of Class Represented by Amount in Row (11)
31.7%
14. Type of Reporting Person
CO

5

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Page 6 of 8 SEC Filing

The
Statement on Schedule 13D filed December 14, 2015 (the “Statement”) filed by Mr. GU Guoping, Shanghai Phicomm Communication
Co., Ltd. (“Phicomm”), Phicomm Technology (Hong Kong) Co., Limited (“Phicomm HK”), The Smart Soho International
Limited (“Smart Soho” and, together with GU Guoping, Phicomm and Phicomm HK, the “Phicomm Group”) and
Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)
(the “Fund” and, together with the Phicomm Group, the “Filing Persons”) relating to the Ordinary Shares,
par value US$0.00375 per share (the “Ordinary Shares”) of UTStarcom Holdings Corp., a Cayman Islands corporation (the
“Issuer”), as amended by Amendment No. 1 thereto filed December 22, 2015, is hereby further amended with respect to
the items set forth below in this Amendment No. 2. Capitalized terms used herein without definition have the same meanings as
those ascribed to them in the Statement.

Item 2. Identity
and Background

Item
2 of the Schedule is hereby amended by deleting the Fund from the group that may be deemed to have been formed by the Phicomm
Group and the Fund. This Amendment No. 2 is filed solely by the Phicomm Group.

Item 4. Purpose
of Transaction

Item
4 of the Schedule is hereby amended by the addition of the following information:

In
connection with the execution of the Third Amendment to the Purchase Agreement (see Item 6), Mr. William Wong resigned as a director
and Chief Executive Officer of the Issuer. Effective January 11, 2016, the Issuer’s board elected Mr. GU Guoping, the Chairman
of Phicomm, as a director to fill the vacancy on the board resulting from Mr. Wong’s resignation, and appointed Mr. Tenling
Ti as the Issuer’s Chief Executive Officer. The effectiveness of the resignations of certain other directors of the Issuer,
the enlargement of the Issuer’s board to eight directors and the election of additional designees of the Acquirer to fill
the resulting vacancies all remain subject to Sellers’ receipt of aggregate payments of US$64,569,626 out of the total purchase
price of US$70,439,592 for the Ordinary Shares. For additional information regarding such matters, see Item 4 of the Schedule
as originally filed. Under the Third Amendment, if the closing under the Purchase Agreement does not occur by June 30, 2016, the
Acquirer is obligated to procure Mr. GU’s resignation as a director of the Issuer.

Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item
6 of the Schedule is hereby amended by the addition of the following information:

On
January 8, 2016, Acquirer, Phicomm HK and the Sellers entered into a third amendment to the Purchase Agreement (the
“Third Amendment”). Pursuant to the Third Amendment, the parties agreed that the closing under the Purchase
Agreement will take place as soon as practicable as shall be agreed among the parties to the Purchase Agreement, but in no
event later than June 30, 2016. In consideration of certain waivers by the Sellers set forth in the Third Amendment, Acquirer
has made an additional payment of US$2,500,000 to the Shah Sellers and has agreed to deposit US$2,000,000 into an escrow
account. Upon closing, the escrowed funds will be applied against the purchase price for the Ordinary Shares. Under the Third
Amendment, additional sums may become payable to the Shah Sellers, depending on when and whether the closing occurs. In the
event the closing does not occur by June 30, 2016, a termination fee or a reverse termination fee may be payable, as provided
in the Third Amendment. The Acquirer has also agreed not to directly or indirectly transfer or otherwise dispose of any
Ordinary Shares or enter into any swap agreement or other arrangement that transfers to another person, in whole or in part,
any of the economic consequences of ownership of the Ordinary Shares. Phicomm HK’s pledge of its shares of the Acquirer
to the Fund pursuant to the Subscription Agreement (see Item 6 of the Schedule as originally filed) is excluded from the
operation of such restrictions.

6

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Page 7 of 8 SEC Filing

The
foregoing description of certain terms of the Third Amendment to the Purchase Agreement in this Item 6 is not complete and is
qualified in its entirety by reference to the full text of such agreement, which is an exhibit to this Schedule 13D and is hereby
incorporated by reference into this Item 6. See Item 7.

Item 7. Materials
to be Filed as Exhibits

 

The following
document is filed as an exhibit to this Schedule 13D (Amendment No. 3):

 

Exhibit
No.

Document

 

99.7 Third
Amendment dated January 8, 2016 to Purchase and Sale Agreement dated as of November 4, 2015 between The Smart Soho International
Limited, Phicomm Technology (Hong Kong) Co., Limited, Himanshu Shah, Shah Capital Management, Inc., Shah Capital Opportunity
Fund LP, Hong Liang Lu, Lu Charitable Remainder Trust, The Lu Family Limited Partnership and Lu Family Trust (filed herewith).

7

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Page 8 of 8 SEC Filing

Signatures

After
reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that
the information set forth in this statement is true, complete and correct.

Dated:
January 19, 2016

 

       
  SHANGHAI
PHICOMM COMMUNICATION CO., LTD.
     
  By:  /s/ GU Guoping
  Name: GU Guoping
  Title: Chairman
     
  PHICOMM
TECHNOLOGY (HONG KONG) CO., LIMITED.
     
  By: /s/ GU Guoping
  Name:    GU Guoping
  Title: Sole Director
     
  THE SMART SOHO INTERNATIONAL
LIMITED
     
  By: /s/ GU Guoping
  Name: GU Guoping
  Title: Sole Director
     
  GU GUOPING, individually
     
  /s/ GU Guoping
  Name: GU Guoping
     
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