|
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
|
|
|
|
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
|
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|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
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By:
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/s/ Gu Guoping
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Name:
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Gu Guoping
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Title:
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Sole Director
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GU GUOPING, individually
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/s/ Gu Guoping
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Name:
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Gu Guoping
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TALENT TRANSMISSION LIMITED
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By:
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/s/ Jin Wei
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Name:
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Jin Wei
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Title:
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Sole Director
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JIN WEI, individually
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/s/ Jin Wei
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Name:
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Jin Wei
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