SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

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)

December 16, 2015

(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)	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

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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

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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

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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

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CUSIP No. 918076100
1.	Names of Reporting Persons.
	Chongqing Liangjian New District Strategic Emerging Industries Equity Investment Fund Partnership (Limited Partnership)
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
	Peoples Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			-0-
		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
	PN

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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”), is hereby amended with respect to the items set forth below in this Amendment No. 1. Capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.

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 December 16, 2015, Acquirer, Phicomm HK and the Sellers entered into a second amendment to the Purchase Agreement which provides that the closing of the purchase and sale of the remaining 6,739,932 Ordinary Shares to be purchased by Acquirer will take place on January 8, 2016. In the event the closing does not occur on that date and the Purchase Agreement is terminated, a termination fee or a reverse termination fee may be payable, as provided in the Purchase Agreement.

The foregoing descriptions of certain terms of the second 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. 1):

Exhibit No.	Document
99.6	Second Amendment dated December 16, 2015 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).

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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 22, 2015

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
CHONGQING LIANGJIAN NEW AREA Strategic Emerging Industries Equity Investment Fund Partnership (Limited LIABILITY Partnership)
By:	/s/	Zhang Jun
Name:		Zhang Jun
Title:		Executive Partner Representative

EX-99.6

Exhibit 99.6

THE SMART SOHO INTERNATIONAL LIMITED

P.O. Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

December 16, 2015

To the Sellers to the

Purchase and Sale Agreement

dated November 4, 2015

Ladies and Gentlemen:

We refer to the Purchase and Sale Agreement among us dated as of November 4, 2015, as amended by the letter agreement dated December 4, 2015 (the “First Amendment” and, as so amended, the “Agreement”). This letter agreement (the “Second Amendment”) sets forth our agreement with respect the further amendment of certain provisions of the Agreement and the waiver of the satisfaction of certain conditions to the respective obligations of the parties. Capitalized terms used in this Second Amendment without definitions have the respective meanings assigned to them in the Agreement.

We hereby agree that, notwithstanding any inconsistent provision of the Agreement (including, without limitation, any inconsistent provisions of Section 1.03(b), Section 1.03(c), or Section 1.04 through Section 1.06, the remaining portion of the Purchase Price for the Ordinary Shares and additional amounts referred to below shall be paid, and the remaining 6,739,932 Ordinary Shares subject to the Agreement shall be delivered, as follows:

1.             Initial Payment. Acquirer shall pay Shah Capital Opportunity Fund LP (“Shah Capital”) US$500,000 contemporaneously with the execution and delivery of this Second Amendment, which, in the event that the Agreement is terminated in accordance with Section 1.06 of the Agreement as further amended in paragraph 4 below, shall become part of the reverse termination fee payable to the Shah Sellers.

2.             Additional Payments. On the “Final Closing Date” (as defined below), and subject to paragraph 3 below, Acquirer shall pay an aggregate of US$40,939,592 to the Sellers via wire transfer of immediately available funds in U.S. dollars to one or more accounts to be designated by the Sellers by notice to the Acquirer (which notice shall be delivered not later than five (5) days prior to the Final Closing Date) against delivery by the Sellers of the remaining 6,739,932 Ordinary Shares of the Sellers required to be delivered to Acquirer pursuant to the Agreement. Such payments shall be made to the following Sellers and in the following amounts:

(a)               to Shah Capital, in the amount of US$33,896,214;

(b)               to Shah Capital, an additional payment in the amount of US$500,000; and

(c)               to the Lu Sellers, payments in the aggregate amount of US$6,543,378, of which Acquirer shall pay to each Lu Seller an amount equal to the sum of the First Tranche Payment and the Second Tranche Payment set forth for such Lu Seller in Schedule B to the Agreement.

3.             Closing. The closing of the purchase and sale of the remaining 6,739,932 Ordinary Shares (the “Closing”), and the delivery of the Ordinary Shares by Sellers and of the payments required by paragraph 2 by Acquirer shall take on place on January 8, 2016 (the “Final Closing Date” or “Termination Date”). For the avoidance of doubt,

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(a) the obligations of the Acquirer to make the payments required by paragraph 2 of this Second Amendment at the Closing are not subject to the performance of any obligation or fulfillment of any closing condition by any Seller, other than Sellers’ delivery of (i) the remaining 6,739,932 Ordinary Shares to be delivered to the Acquirer ; (ii) the certificate delivered to the Acquirer pursuant to Section 1.03(b) of the First Amendment and (iii) a confirmation (which need not be in the form of an affirmation or certificate) that as of the day immediately prior to the Final Closing Date, since the date of the certificate provided by Sellers pursuant to Section 1.03(b) of the First Amendment:

(i) the Company has no new investments, bank loans or loans to third parties, or to shareholders or its affiliates; and

(ii) the total cash amount (excluding disposition of investment) of the Company is no less than US$77 million including non-restricted cash of no less than US$62 million, each amount on a non-audited basis, as of the day immediately before the Final Closing Date, and

(b) the obligations of the Sellers to deliver such 6,739,932 Ordinary Shares at the Closing are not subject to the performance of any obligation or fulfillment of any closing condition by Acquirer other than Acquirer’s delivery of the payments required by paragraph 2 of this Second Amendment, in each case in the manner and on the terms set forth in the Agreement, as amended hereby. Upon the Closing or termination of the Agreement in accordance with Section 1.06 of the Agreement and further amended in paragraph 4 below, Phicomm Technology (Hong Kong) Co., Limited shall be released from any liability or obligation under the letter of guarantee issued to Sellers.

4.             Termination in Lieu of Closing.

(a)               With respect to the termination of the Agreement as set forth in Section 1.06 of the Agreement, for the avoidance of doubt, references in Section 1.06 of the Agreement to the “Closing” shall mean the Closing as defined hereunder and references in Section 1.06 of the Agreement to the “Closing Date” shall mean the Final Closing Date.

(b)               Furthermore, upon the payment of the termination fee, none of the parties shall have any further liability or obligation to any other Party under the Agreement.

5.             Waiver. The Acquirer hereby waives satisfaction of the conditions set forth in clauses e)(i) and e)(ii) of the Conditions to the Obligations of the Acquirer set forth in Schedule C of the Agreement in respect of the 6,739,932 Ordinary Shares to be delivered by the Sellers on the Second Closing Date (as defined in the First Amendment), subject to the payments required to made by the Acquirer on the Second Closing Date, provided, however, that the Sellers shall be obligated to deliver the 6,739,932 Ordinary Shares in the manner set forth in clauses e)(i) and e)(ii) of the Conditions to the Obligations of the Acquirer set forth in Schedule C of the Agreement on the Final Closing Date upon the receipt by the Sellers of all the payments required to be made under paragraph 2 of this Second Amendment.

6.             Miscellaneous. Except as otherwise expressly provided by this Second Amendment, all of the terms, conditions and provisions of the Agreement shall remain unchanged and in full force and effect. The Agreement, as amended hereby, shall continue in full force and effect, and this Second Amendment and the Agreement shall be read and construed as one instrument. This Second Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. The delivery of this Second Amendment by facsimile transmission or email of an executed original hereof or signature page hereto and/or the retransmission of any executed facsimile transmission hereof or signature page hereto shall be deemed to be the same as delivery of an executed original. In proving this Second Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof.

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If the foregoing is acceptable to you, please confirm your agreement, effective the date first set forth above, by countersigning this letter below and returning it to the undersigned.

For and on behalf of	For and on behalf of
THE SMART SOHO INTERNATIONAL LIMITED	PHICOMM TECHNOLOGY (HONG KONG) CO., LIMITED
/s/ Gu Guoping	/s/ Gu Guoping
Gu Guoping	Gu Guoping
The foregoing is accepted and agreed as of the date first above written.
For and on behalf of	HONG LIANG LU
SHAH CAPITAL MANAGEMENT, INC.
/s/ Himanshu H. Shah	/s/ Hong Liang Lu
Himanshu H. Shah	Hong Liang Lu
For and on behalf of	For and on behalf of
SHAH CAPITAL OPPORTUNITY FUND LP	LU CHARITABLE REMAINDER TRUST
/s/ Himanshu H. Shah	/s/ Hong Liang Lu
Himanshu H. Shah	Hong Liang Lu
HIMANSHU H. SHAH	For and on behalf of
	THE LU FAMILY LIMITED PARTNERSHIP
/s/ Himanshu H. Shah	/s/ Hong Liang Lu
Himanshu H. Shah	Hong Liang Lu
	For and on behalf of
	LU FAMILY TRUST
	/s/ Hong Liang Lu
	Hong Liang Lu

[Signature Page to Second Amendment to Purchase and Sale Agreement]

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