UTSI UTStarcom Holdings Corporation

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 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 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).

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:

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: 

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.

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

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.