SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 10)

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)

October 6, 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

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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
			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

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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
			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

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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
			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

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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
			2,424,531
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			2,424,531
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,424,531
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	6.8%
14.	Type of Reporting Person
	CO

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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
			2,424,531
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			2,424,531
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,424,531
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	6.8%
14.	Type of Reporting Person
	IN

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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” 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, and by Amendment No. 9 thereto filed September 13, 2017 by the Filing Persons, is hereby further amended with respect to the items set forth below in this Amendment No. 10. 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. 10) was approximately US$902,773. 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 1,332,443 Ordinary Shares reported in Item 5 of this Schedule 13D (Amendment No. 10) 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.

On October 11, 2017, counsel for Phicomm delivered a letter to counsel for the Special Committee of the Issuer’s Board of Directors expressing Phicomm’s concern in connection with possible action by the Issuer to adopt one or more anti-takeover measures, which Phicomm believes may be under consideration by the Issuer. A copy of such letter is filed as an exhibit to this Schedule 13D (Amendment No. 10).

Item 5. Interest in Securities of the Issuer

As previously disclosed, at the date of this Schedule 13D (Amendment No. 10), 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:

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Subsequent to the filing of Amendment No. 9 to the Filing Persons’ Schedule 13D, TTL has purchased 1,332,443 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
	09/14/2017		100,000	$	2.2996	$	229,960.00
	09/15/2017		100,000	$	2.3163	$	231,630.00
	09/18/2017		50,000	$	2.3185	$	115,925.00
	09/19/2017		15,089	$	2.3194	$	34,997.43
	09/20/2017		45,000	$	2.3196	$	104,382.00
	09/21/2017		25,000	$	2.3183	$	57,957.50
	10/06/2017		217,691	$	2.5280	$	550,322.85
	10/09/2017		462,500	$	2.6716	$	1,235,615.00
	10/10/2017		317,163	$	2.8464	$	902,772.76
	Total:		1,332,443			$	3,463,566.54

At the date of this Schedule 13D (Amendment No. 10), TTL is the beneficial owner of 2,424,531 Ordinary Shares, constituting approximately 6.8% 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. 10).

Except as disclosed in this Item 5 and in Item 5 of Schedule 13D (Amendment Nol. 9), 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. 10).

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.

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Item 7. Material to be Filed as Exhibits

The following document is filed as an exhibit to this Schedule 13D (Amendment No. 10):

Exhibit No.	Document
99.16	Letter dated October 11, 2017 from Harney Westwood & Riegels to Kirkland & Ellis LLP (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: October 11, 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

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EX-99.16

Exhibit 99.16

  Harney Westwood & Riegels
3501 The Center
99 Queen’s Road Central
Hong Kong
Tel: +852 5806 7800
Fax: +852 5806 7810

11 October 2017

By Email & By Post

chai.ridgers@harneys.com

+852 5806 7869

Kirkland & Ellis LLP

26^th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Dear Sirs

UTStarcom Holdings Corp (the Company)

We act as Cayman Islands counsel for Shanghai Phicomm Communication Technology Co Limited and its subsidiaries and affiliates (Phicomm). Phicomm is the beneficial owner of 5,000,000 ordinary shares in the Company. This represents approximately 14.1% of the Company’s issued share capital as at the date of this letter, based on 35,400,000 ordinary shares outstanding.¹

On March 31, 2017, the Company disclosed that it had received a non-binding proposal for the purchase of all the ordinary shares of the Company not owned by members of the “Consortium” referred to below (the Proposal). We understand that you are both U.S. disclosure counsel for the Company and counsel for the special committee formed by the Company’s board to consider the Proposal and any proposed transaction arising out of the Proposal. We are writing to you in both your capacities.

The Proposal has been made by a group styled as the “Consortium”. The Consortium comprises the interests of three of the five directors of the Company, namely Himanshu Shah, Chairman of the Board, Hong Liang Lu and Tenling Ti (CEO and a director) and/or entities affiliated with those directors.

As you are aware, our client has publicly expressed its opposition to the Proposal and any transaction that would privatize the Company. Our client’s position is that shareholder value in the Company can best be served if the Company’s ordinary shares continue to be listed and publicly traded. Our client finds it particularly distressing that shortly after the Proposal was disclosed, the Company announced that it would be unable to timely file its Form 20-F Annual Report for 2016 because it needed more time to finalize its impairment assessment of an investment. That announcement was followed by the Company’s receipt of a notice from NASDAQ that the Company’s failure to file its annual report for 2016 placed it in violation of NASDAQ’s listing rules and subject to potential delisting. In connection with the Company’s change of its auditors announced on September 13 the Company indicated that it was in discussions with its auditors regarding a number of additional accounting issues, as well as material weaknesses in the Company’s internal control over financial reporting. The Company has stated that it now expects to file its 2016 Form 20-F on or about November 15, 2017, or one day subsequent to the deadline agreed to with Nasdaq.

¹ Phicomm has stated in its Schedule 13D filed with the SEC that it may be deemed to be acting as a “group” with Talent Transmission Limited, a Marshall Islands company, in connection with its shareholding in the Company. We are counsel to Phicomm, and this letter is sent solely on behalf of Phicomm.

Resident Partners: M Chu | EJ Crespi | JM Culshaw | IN Mann | JJ Noble | R Ng J Pitt (Shiokawa) | ATC Ridgers | PJ Sephton | JL Verbiesen Bermuda legal services provided through an association with Zuill & Co. Mauritius legal services provided through association with BLC Chambers. HK:4320575_3 Anguilla | Bermuda | British Virgin Islands Cayman Islands | Cyprus | Hong Kong | London | Mauritius Montevideo | Shanghai | Singapore | Tokyo | Vancouver www.harneys.com

Compounding this information vacuum resulting from the absence of audited financial statements and the other information that would be included in the Company’s Form 20-F, there has been no public disclosure whatsoever regarding the status of the Consortium’s Proposal, other than the Company’s announcement in April that the special committee had retained a financial advisor and counsel.

Under these circumstances, our client is concerned that the Company might take steps to discourage shareholders from increasing their shareholding in the Company by adopting one or more so-called anti-takeover measures in an effort to preclude possible dissenting shareholder action in relation to the Proposal. On this point, we understand that our client has been cautioned by a party believed to be acting on behalf of a Consortium member that if it continues to purchase shares, the Company would be likely to adopt a rights plan.

We note that each of the directors owes important duties to the Company, especially when considering anti-takeover measures. Directors must act in good faith in the best interests of the Company and they must not put themselves in a position where there is a conflict between their personal interests and the interests of the Company. Directors must also discharge their functions with due care and skill. We believe that the adoption of an anti-takeover device, such as a shareholder rights plan, can be consistent with those requirements in the following circumstances:

· Upon receipt of a bona fide acquisition offer (as distinguished from a vague, non-binding proposal at a price that is now below the market price), the board may adopt such measures to ensure that the board or a special committee will be able to consider and evaluate the offer without the possibility of undue pressure or interference from the holder of a large block of shares.

· Alternatively, the board may adopt such measures in response to such an offer to preserve a company’s independence if it determines in good faith that the company’s own business plan may provide superior shareholder value to the offer and the offer threatens the company’s ability to execute on its plan.

Our client does not believe that either of such justifications are present in this case. There is no bona fide, binding offer for the board or the special committee to consider. The Consortium’s original proposal was, by its express terms, non-binding, and there is no information available when or even if a binding offer will be forthcoming. Thus, there is no transaction requiring evaluation by an unconstrained board. Even if a definitive transaction is ultimately proposed by the Consortium, Phicomm believes that the primary beneficiary of any anti-takeover measures would be the Consortium, rather than the Company’s public shareholders. Similarly, possible additional share purchases by Phicomm are not a threat to the Company’s long-term business plan or vision, since Phicomm has publicly stated its view that shareholder value is best served by the Company remaining publicly traded. On these facts, we see no reasonable basis for adoption of anti-takeover measures in addition to those already in place at the Company -- a “staggered” board, removal of directors only for “cause” by special resolution (i.e., a two-thirds shareholder vote), and “blank check preferred” share authority vested in the directors.

Given what we believe to be significant factors militating against adoption of anti-takeover measures, our client reserves its rights to take any appropriate course of action required to protect its interests as a shareholder in the Company should the directors fail to comply with their duties to the Company and its shareholders.

Please be advised that at or about the time this letter is delivered to you, our client intends to file an amendment to its Schedule 13D under the US Securities Exchange Act to disclose that it has delivered this letter.

Yours faithfully

/s/ Harney Westwood & Riegels

Harney Westwood & Riegels

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