<SEC-DOCUMENT>0001383838-13-000006.txt : 20130129
<SEC-HEADER>0001383838-13-000006.hdr.sgml : 20130129
<ACCEPTANCE-DATETIME>20130129170622
ACCESSION NUMBER:		0001383838-13-000006
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20130110
FILED AS OF DATE:		20130129
DATE AS OF CHANGE:		20130129

ISSUER:		

	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

	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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			SHAH CAPITAL MANAGEMENT
		CENTRAL INDEX KEY:			0001383838
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35216
		FILM NUMBER:		13556113

	BUSINESS ADDRESS:	
		STREET 1:		8601 SIX FORKS ROAD
		STREET 2:		SUITE 630
		CITY:			RALEIGH
		STATE:			NC
		ZIP:			27615
		BUSINESS PHONE:		919 719 6360

	MAIL ADDRESS:	
		STREET 1:		8601 SIX FORKS ROAD
		STREET 2:		SUITE 630
		CITY:			RALEIGH
		STATE:			NC
		ZIP:			27615
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>primary_doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2013-01-10</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001030471</issuerCik>
        <issuerName>UTSTARCOM HOLDINGS CORP.</issuerName>
        <issuerTradingSymbol>UTSI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001383838</rptOwnerCik>
            <rptOwnerName>SHAH CAPITAL MANAGEMENT</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>8601 SIX FORKS ROAD</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 630</rptOwnerStreet2>
            <rptOwnerCity>RALEIGH</rptOwnerCity>
            <rptOwnerState>NC</rptOwnerState>
            <rptOwnerZipCode>27615</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>3726538</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote 1</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>16045988</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote 2</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F4"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>934422</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F3"/>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Represents shares of common stock deemed to be owned beneficially by Shah Capital Management, Inc. (&quot;SCM&quot;) solely as a result of its discretionary power over such shares as investment adviser to its separately management account clients.</footnote>
        <footnote id="F2">Represents shares of common stock owned by Shah Capital Opportunity Fund LP (the &quot;Fund&quot;), of which Mr. Shah owns an 11.86% interest, which could be deemed to be owned beneficially by (i) SCM solely as a result of its discretionary power over such shares as investment adviser to the Fund, and (ii) Shah Capital LLC, as general partner to the Fund.</footnote>
        <footnote id="F3">Represents shares held by Himanshu H. Shah directly. Mr. Shah is President of SCM and the Managing Member of Shah Capital LLC 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 Shah Capital LLC on behalf of the Fund, and SCM for other separate account clients and those held by the Fund. Mr. Shah disclaims beneficial ownership of shares beneficially owned by SCM, Shah Capital LLC, and the Fund except to the extent of his pecunary interest in such shares.</footnote>
        <footnote id="F4">This filing is being made by SCM, Shah Capital LLC, the Fund and Mr. Shah. Holdings reported herein are current as of January 29, 2013.</footnote>
    </footnotes>

    <remarks>The Joint Filing Agreement of Shah Capital Management, Inc., Shah Capital LLC, Shah Capital Opportunity Fund and Himanshu H. Shah is attached hereto as Exhibit 99.</remarks>

    <ownerSignature>
        <signatureName>/s/ Himanshu H. Shah</signatureName>
        <signatureDate>2013-01-29</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>shah-jfgreement.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
Joint Filing Agreement

      The undersigned acknowledge and agree than any filings, including,
 without limitation, amended filings, with respect to transactions by
Shah Capital Opportunity Fund LP, Shah Capital LLC, Shah Capital
Management, Inc. and Himanshu H. Shah, in shares of common stock of
UTStarcom Holdings Corp. that are required under Section 16 of the
Securities Exchange Act of 1934, as amended, may be filed on behalf of
each of the undersigned without the necessity of filing additional joint
filing agreements.  The undersigned further agree to the filing,
furnishing or incorporation by reference of this joint filing agreement
as an exhibit to any joint filing made pursuant to Section 16, including
any amendments thereto, and for the completeness and accuracy of the
information concerning him or her contained therein, but shall not be
responsible for the completeness and accuracy of the information
concerning any other, except to the extent that he or she knows or has
reason to believe that such information is inaccurate.  This joint filing
agreement shall remain in full force and effect until revoked by any
party hereto in a signed writing, provided to such other party hereto,
and then only with respect to such revoking party.

      This agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which taken together will
constitute one and the same instrument.

      IN WITNESS WHEREOF, the undersigned hereby executes this Joint
Filing Agreement as of this 29th day of January 2013.

/s/ Himanshu H. Shah
Himanshu H. Shah

SHAH CAPITAL LLC

By:   /s/ Himanshu H. Shah
        Himanshu H. Shah, Managing Member

SHAH CAPITAL MANAGEMENT, INC.


By:   /s/ Himanshu H. Shah
        Himanshu H. Shah, President

SHAH CAPITAL OPPORTUNITY FUND LP

By:  Shah Capital LLC, its General Partner


By:   /s/ Himanshu H. Shah
        Himanshu H. Shah, Managing Member
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
