0001019056-17-000693.txt : 20170913 0001019056-17-000693.hdr.sgml : 20170913 20170913091700 ACCESSION NUMBER: 0001019056-17-000693 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170913 DATE AS OF CHANGE: 20170913 GROUP MEMBERS: GU GUOPING GROUP MEMBERS: JIN WEI GROUP MEMBERS: PHICOMM TECHNOLOGY (HONG KONG) CO., LTD GROUP MEMBERS: SHANGHAI PHICOMM COMMUNICATION CO., LTD. GROUP MEMBERS: SMART SOHO INTERNATIONAL LTD GROUP MEMBERS: TALENT TRANSMISSION LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTSTARCOM HOLDINGS CORP. CENTRAL INDEX KEY: 0001030471 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 521782500 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60651 FILM NUMBER: 171082327 BUSINESS ADDRESS: STREET 1: 52-2 BLDG. BDA INTL ENTERPRISE AVE STREET 2: NO. 2 JINGYUAN NORTH ST. DAXING DISTRICT CITY: BEIJING STATE: F4 ZIP: 100176 BUSINESS PHONE: 86 (10) 85205588 MAIL ADDRESS: STREET 1: 52-2 BLDG. BDA INTL ENTERPRISE AVE STREET 2: NO. 2 JINGYUAN NORTH ST. DAXING DISTRICT CITY: BEIJING STATE: F4 ZIP: 100176 FORMER COMPANY: FORMER CONFORMED NAME: UTSTARCOM INC DATE OF NAME CHANGE: 19970110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shanghai Phicomm Communication Co., Ltd. CENTRAL INDEX KEY: 0001658257 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3666 SIXIAN ROAD STREET 2: SONGJIANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201616 BUSINESS PHONE: 011862131183118 MAIL ADDRESS: STREET 1: 3666 SIXIAN ROAD STREET 2: SONGJIANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201616 SC 13D/A 1 phicomm_13da9.htm SC 13D/A
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 9)

 

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

Shanghai Phicomm Communication 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

Majuro Marshall Islands

MH96960

   

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

 

September 11, 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 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).

 
 

           
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    
  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   o
13. Percent of Class Represented by Amount in Row (11)    
       
 

14.1%

   
14. Type of Reporting Person    
       
  IN    
2
 
           
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    
  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   o
13. Percent of Class Represented by Amount in Row (11)    
       
  14.1%    
14. Type of Reporting Person    
       
  CO    

3
 
           
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    
  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   o
13. Percent of Class Represented by Amount in Row (11)    
       
  14.1%    
14. Type of Reporting Person    
       
  CO    
4
 
           
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    
  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   o
13. Percent of Class Represented by Amount in Row (11)    
       
  14.1%    
14. Type of Reporting Person    
       
  CO    

5
 
           
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) 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    
       
  Marshall Islands    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power    
  -0-    
8. Shared Voting Power    
  1,092,088    
9. Sole Dispositive Power    
  -0-    
10. Shared Dispositive Power    
  1,092,088    
11. Aggregate Amount Beneficially Owned by Each Reporting Person    
       
  1,092,088    
       
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
13. Percent of Class Represented by Amount in Row (11)    
       
 

3.1%

   
14. Type of Reporting Person    
       
  CO    
6
 
           
CUSIP No. 918076100    
           
1. Names of Reporting Persons.      
  JIN WEI    
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)      
 

   
  PF    
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    
  1,092,088    
9. Sole Dispositive Power    
  -0-    
10. Shared Dispositive Power    
  1,092,088    
11. Aggregate Amount Beneficially Owned by Each Reporting Person    
       
  1,092,088    
       
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
13. Percent of Class Represented by Amount in Row (11)    
       
 

3.1%

   
14. Type of Reporting Person    
       
  IN    
7
 

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” 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”), and by Amendment No. 8 thereto filed June 19, 2017 by the Filing Persons, is hereby further amended with respect to the items set forth below in this Amendment No. 9. Capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.

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. 9) was approximately $1,636,827. 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 738,525 Ordinary Shares reported in Item 5 of this Schedule 13D (Amendment No. 9) for investment. For additional information regarding the purpose of such acquisitions, see Item 4 of the Filing Persons’ Schedule 13D (Amendment No. 7), filed June 9, 2017.

Item 5. Interest in Securities of the Issuer

As previously disclosed, at the date of this Schedule 13D (Amendment No. 9), 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:

8
 

Subsequent to the filing of Amendment No. 8 to the Filing Persons’ Schedule 13D, TTL has purchased 738,525 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 
9/12/2017    200,000   $2.2800   $456,000.00 
9/11/2017    200,000   $2.2373   $447,460.00 
9/6/2017    12,000   $2.2000   $26,400.00 
9/5/2017    46,500   $2.1717   $100,984.05 
9/1/2017    127,333   $2.1258   $270,684.49 
8/31/2017    9,023   $2.0796   $18,764.24 
8/30/2017    14,242   $2.0405   $29,060.80 
6/23/2017    41,000   $2.2476   $92,151.60 
6/21/2017    64,505   $2.1975   $141,749.74 
6/20/2017    20,822   $2.2364   $46,566.33 
6/19/2017    3,100   $2.2599   $7,005.69 
Total:    738,525        $1,636,826.94 

 

At the date of this Schedule 13D (Amendment No. 9), TTL is the beneficial owner of 1,092,088 Ordinary Shares, constituting approximately 3.1% 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 35,400,000 Ordinary Shares outstanding.

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. 9).

Except as disclosed in this Item 5, 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. 9).

For the reasons previously described in Item 4 of this Schedule 13D (Amendment No. 7), 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.

9
 

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: September 13, 2017

   
     
  SHANGHAI PHICOMM COMMUNICATION 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
10