Edgar Filing: UTSTARCOM HOLDINGS CORP.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHAH CAPITAL MANAGEMENT

2. Issuer Name and Ticker or Trading Symbol
UTSTARCOM HOLDINGS CORP. [UTSI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

8601 SIX FORKS ROAD, SUITE 630

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2014

(Street)

RALEIGH, NC 27615

4. If Amendment, Date Original Filed(Month/Day/Year)
03/14/2014

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	03/11/2014	03/11/2014	P		2,000,000 ⁽¹⁾	A	$ 2.67	8,426,057 ⁽²⁾	I	See Footnote ⁽²⁾
COMMON STOCK								9,540,830	I	See Footnote ⁽³⁾
COMMON STOCK								311,472	D ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHAH CAPITAL MANAGEMENT 8601 SIX FORKS ROAD SUITE 630 RALEIGH, NC 27615		X

Signatures

Himanshu H. Shah		03/14/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	2 million shares represents shares of common stock added to Shah Capital Opportunity Fund LP (Fund) which could be deemed to be owned beneficially by Shah Capital Management (SCM) solely as a result of its discretionary power over such shares as investment adviser to the Fund and Shah Capital LLC as a General Partner to the Fund.
(2)	Represents total number of shares held by Shah Capital Opportunity Fund LP as of 3/11/2014
(3)	Represents shares of common stock deemed to be ownedd beneficially by Shah Capital Management solely as a result of its discretionary power over such shares as investment adviser to separately managed account clients and Shah Capital Opportunity Fund LP
(4)	Represents shares held by Himanshu H. Shah directly. Mr. Shah is the President & CIO of Shah Capital Management (SCM) and the Managing Member of Shah Capital Opportunity Fund LP (Fund) and holds a controlling percentage of the outstanding voting securities of both entities. As a result of his position with and ownership of these entities, he could be deemed the beneficiary of the shares beneficially owned by SCM and the Fund except to the extent of his pecuniary interest in such shares

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