UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No.11)

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 Yunfeng Phicomm (Shanghai) Co., Ltd. 3666 Sixian Road Songjiang District Shanghai, People’s Republic of China 011-86-21-31183118

Jin Wei Talent Transmission Limited Ajeltake Road Ajeltake Island MajuroMarshall Islands MH96960

 

(Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications)

December 4, 2017

(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 ¨.

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).

CUSIP No. 918076100

	1.		Names of Reporting Persons.
			GU GUOPING
	2.		Check the Appropriate Box if a Member of a Group (See Instructions)				(a)	¨
							(b)	ý
	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)					¨
	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
						5,000,000
				9.		Sole Dispositive Power
						-0-
				10.		Shared Dispositive Power
						5,000,000
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person
						5,000,000
	12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares					¨
	13.		Percent of Class Represented by Amount in Row (11)
						14.1%
	14.		Type of Reporting Person
						IN

CUSIP No. 918076100

	1.		Names of Reporting Persons.
			Phicomm (Shanghai) Co., Ltd.
	2.		Check the Appropriate Box if a Member of a Group (See Instructions)				(a)	¨
							(b)	ý
	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)					¨
	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
						5,000,000
				9.		Sole Dispositive Power
						-0-
				10.		Shared Dispositive Power
						5,000,000
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person
						5,000,000
	12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares					¨
	13.		Percent of Class Represented by Amount in Row (11)
						14.1%
	14.		Type of Reporting Person
						CO

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)	¨
							(b)	ý
	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)					¨
	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
						5,000,000
				9.		Sole Dispositive Power
						-0-
				10.		Shared Dispositive Power
						5,000,000
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person
						5,000,000
	12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares					¨
	13.		Percent of Class Represented by Amount in Row (11)
						14.1%
	14.		Type of Reporting Person
						CO

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)	¨
							(b)	ý
	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)					¨
	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
						5,000,000
				9.		Sole Dispositive Power
						-0-
				10.		Shared Dispositive Power
						5,000,000
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person
						5,000,000
	12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares					¨
	13.		Percent of Class Represented by Amount in Row (11)
						14.1%
	14.		Type of Reporting Person
						CO

CUSIP No. 918076100

	1.		Names of Reporting Persons.
			Talent Transmission Limited
	2.		Check the Appropriate Box if a Member of a Group (See Instructions)				(a)	¨
							(b)	ý
	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)					¨
	6.		Citizenship or Place of Organization
			Marshall Islands
	Number of Shares Beneficially Owned by Each Reporting Person With			7.		Sole Voting Power
						-0-
				8.		Shared Voting Power
						2,718,758
				9.		Sole Dispositive Power
						-0-
				10.		Shared Dispositive Power
						2,718,758
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person
						2,718,758
	12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares					¨
	13.		Percent of Class Represented by Amount in Row (11)
						7.7%
	14.		Type of Reporting Person
						CO

	1.		Names of Reporting Persons.
			JIN WEI
	2.		Check the Appropriate Box if a Member of a Group (See Instructions)				(a)	¨
							(b)	ý
	3.		SEC Use Only
	4.		Source of Funds (See Instructions)
			PF
	5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					¨
	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
						2,718,758
				9.		Sole Dispositive Power
						-0-
				10.		Shared Dispositive Power
						2,718,758
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person
						2,718,758
	12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares					¨
	13.		Percent of Class Represented by Amount in Row (11)
						7.7%
	14.		Type of Reporting Person
						IN

The Statement on Schedule 13D filed December 14, 2015 (the “Statement”) filed by Mr. Gu Guoping, Phicomm (Shanghai) Co., Ltd., previously called Shanghai Phicomm Communication Co., Ltd. (“Phicomm”), Phicomm Technology (Hong Kong) Co., Limited (“Phicomm HK”), The Smart Soho International Limited (“Smart Soho” or “Acquirer” 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”) 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 by the Phicomm Group and the Fund, by Amendment No. 2 thereto filed January 19, 2016 solely by the Phicomm Group, by Amendment No. 3 thereto filed May 5, 2016 by the Phicomm Group and the Fund, by Amendment No. 4 thereto filed July 6, 2016 by the Phicomm Group, by Amendment No. 5 thereto filed September 7, 2016 by the Phicomm Group, by Amendment No. 6 thereto filed November 8, 2016 by the Phicomm Group, by Amendment No. 7 thereto filed June 9, 2017 by the Phicomm Group, Talent Transmission Limited, a Marshall Islands company (“TTL”) and Mr. Jin Wei (collectively with the Phicomm Group and TTL, the “Filing Persons”), by Amendment No. 8 thereto filed June 19, 2017 by the Filing Persons, by Amendment No. 9 thereto filed September 13, 2017 by the Filing Persons, and by Amendment No. 10 thereto filed October 11, 2017 by the Filing Persons, is hereby further amended with respect to the items set forth below in this Amendment No. 11. 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 Statement is hereby amended by the addition of the following information:

The English translation of Phicomm’s name has been changed to Phicomm (Shanghai) Co., Ltd.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended by the addition of the following information:

The aggregate purchase price for the Ordinary Shares acquired by TTL and reported in Item 5 of this Schedule 13D (Amendment No. 11) was approximately US$933,548.00.TTL acquired the funds used to purchase such Ordinary Shares from capital contributions made by Mr. Jin Wei, who used his personal funds to make such contributions.

Item 4. Purpose of Transaction

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

TTL acquired the 294,227 Ordinary Shares reported in Item 5 of this Schedule 13D (Amendment No. 11) for investment. In addition, and as previously disclosed by the Filing Persons, TTL’s acquisitions of Ordinary Shares through and including the purchases reported in Amendment No. 10 were made in connection with TTL’s support of Phicomm’s opposition to the non-binding “going private” proposal made to the Issuer by the Consortium on March 31, 2017. See Item 4 of the Filing Persons’ Schedule 13D (Amendment No. 7), filed June 9, 2017. On October 23, 2017, the Consortium Members withdrew their non-binding proposal.

TTL has informed Phicomm that while it continues to support Phicomm’s goals and intentions regarding the Issuer, and presently expects to continue to act in concert with Phicomm as a “group” within the meaning of Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, TTL may, from time to time, depending on the market price for the Issuer’s Ordinary Shares, market conditions and other considerations deemed relevant by TTL, sell Ordinary Shares when it believes it appropriate to do so to realize a gain on its investment in the Issuer’s shares. Any such sales may be followed by additional purchases or additional sales by TTL.

Item 5. Interest in Securities of the Issuer

As previously disclosed, at the date of this Schedule 13D (Amendment No. 11), the Phicomm Group is the beneficial owner of 5,000,000 Ordinary Shares, constituting approximately 14.1% of the Issuer’s Ordinary Shares. For additional information regarding persons who may share such beneficial ownership, see Amendment No. 6 to this Schedule 13D, as filed by the Phicomm Group on November 8, 2016.

Item 5 of the Statement is hereby amended by the addition of the following information with respect to beneficial ownership of the Issuer’s Ordinary Shares by TTL and Mr. Jin Wei:

Subsequent to the filing of Amendment No.10 to the Filing Persons’ Schedule 13D, TTL has purchased 294,227 Ordinary Shares in market transactions denominated in United States Dollars (US$) on the Nasdaq Stock Market, as detailed in the following table:

 

Date		No. of Shares		Avg. Price/share		Total
10/17/2010		62,300		3.1256		194,724.88
10/18/2017		11,300		3.1583		35,688.79
10/19/2017		4,300		3.1109		13,376.87
10/20/2017		4,300		3.1009		13,333.87
10/23/2017		27,400		3.1482		86,260.68
10/24/2017		4,800		3.1585		15,160.80
10/25/2017		8,300		3.1569		26,202.27
10/26/2017		9,500		3.1546		29,968.70
10/27/2017		8,100		3.1212		25,281.72
10/30/2017		7,200		3.1296		22,533.12
10/31/2017		5,800		3.1955		18,533.90
11/1/2017		3,800		3.2084		12,191.92
11/3/2017		3,500		3.1967		11,188.45
11/6/2017		5,100		3.1873		16,255.23
11/7/2017		4,100		3.1399		12,873.59
11/8/2017		1,800		3.1539		5,677.02
11/9/2017		1,300		3.1796		4,133.48
11/10/2017		3,400		3.1994		8,977.96
11/13/2017		5,100		3.1996		16,317.96
11/14/2017		45,000		3.2156		144,702.00
11/15/2017		21,400		3.2185		68,857.90
11/16/2017		30,000		3.2487		97,461.00
11/17/2017		16,427		3.2779		53,846.06
Total:		294,227				$933,548.17

At the date of this Schedule 13D (Amendment No. 11), TTL is the beneficial owner of 2,718,758 Ordinary Shares, constituting approximately 7.7% of the Issuer’s Ordinary Shares. As the sole shareholder and sole director of TTL, Mr. Jin Wei possesses the power to direct TTL’s voting and disposition of the Ordinary Shares owned directly by TTL, and he may therefore be deemed to be the beneficial owner of such Ordinary Shares.

All Ordinary Shares beneficially owned by the Phicomm Group, and all Ordinary Shares beneficially owned by the TTL and Mr. Jin Wei, are issued and outstanding. Percentage beneficial ownership amounts are based on 35,449,485 Ordinary Shares outstanding, as disclosed by the Issuer in Item 6 of its Form 20-F for the year ended December 31, 2016, filed November 14, 2017.

Except as disclosed in this Item 5, none of the members of the Phicomm Group and, to their knowledge, none of their directors or officers has effected any transactions in the Ordinary Shares during the 60 days preceding the filing of the Schedule 13D (Amendment No. 11).

Except as disclosed in this Item 5 and in Item 5 of Schedule 13D (Amendment No. 10), neither TTL nor Mr. Jin Wei has effected any transactions in the Ordinary Shares during the 60 days preceding the filing of the Schedule 13D (Amendment No. 11).

As previously described in Item 4 of their Schedule 13D (Amendment No. 7) and for the reasons described in Item 4 of this Schedule 13D (Amendment No. 11), the Phicomm Group, TTL and Mr. Jin Wei may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and Regulation 13D-G thereunder. However, the Phicomm Group disclaims any beneficial interest in the Ordinary Shares beneficially owned by TTL and Mr. Jin Wei, and TTL and Mr. Jin Wei disclaim any beneficial interest in the Ordinary Shares beneficially owned by the Phicomm Group.

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: December 4, 2017

 

	PHICOMM (SHANGHAI) CO., LTD.
	By:	/s/ Gu Yunfeng
	Name:	Gu Yunfeng
	Title:	Vice 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
	TALENT TRANSMISSION LIMITED
	By:	/s/ Jin Wei
	Name:	Jin Wei
	Title:	Sole Director
	JIN WEI, individually
		/s/ Jin Wei
	Name:	Jin Wei