<SEC-DOCUMENT>0001383838-13-000002.txt : 20130115
<SEC-HEADER>0001383838-13-000002.hdr.sgml : 20130115
<ACCEPTANCE-DATETIME>20130115152702
ACCESSION NUMBER:		0001383838-13-000002
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130115
DATE AS OF CHANGE:		20130115

SUBJECT COMPANY:	

	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

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-60651
		FILM NUMBER:		13530421

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SHAH CAPITAL MANAGEMENT
		CENTRAL INDEX KEY:			0001383838
		IRS NUMBER:				201804775
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	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>SC 13D/A
<SEQUENCE>1
<FILENAME>schedule13damendedsix.txt
<DESCRIPTION>FILING 13D AMENDMENT
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.6)

SCHEDULE 13D/A

UTSTARCOM HOLDINGS CORP
(Name of Issuer)

Common Stock
(Title of Class of Securities)

918076100
(CUSIP Number)

Shah Capital Management
8601 Six Forks Road, Suite 630
Raleigh, NC 27615
Tel. No.: (919) 719-6360
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 15, 2013
(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.

Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 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).

(1) Names of reporting persons:

Shah Capital Management

(2) Check the appropriate box if a member of a group:
(a)
(b)

(3) SEC use only

(4) Source of funds (see instructions)

OO

(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D

N/A

(6) Citizenship or place of organization

NORTH CAROLINA

Number of shares beneficially owned by each reporting person with:

(7)  Sole voting power

0

(8) Shared voting power

19,790,526

(9) Sole dispositive power

0

(10) Shared dispositive power

19,790,526

(11) Aggregate amount beneficially owned by each reporting person

19,790,526

(12)  Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)

N/A

(13) Percent of class represented by amount in Row (11)

16.90%

(14) Type of reporting person (see instructions)

IA

(1) Names of reporting persons:

Shah Capital Opportunity Fund LP

(2) Check the appropriate box if a member of a group:
(a)
(b)

(3) SEC use only

(4) Source of funds (see instructions)

OO

(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D

N/A

(6) Citizenship or place of organization

DELAWARE

Number of shares beneficially owned by each reporting person with:

(7)  Sole voting power

0

(8) Shared voting power

16,045,988

(9) Sole dispositive power

0

(10) Shared dispositive power

16,045,988

(11) Aggregate amount beneficially owned by each reporting person

16,045,988

(12)  Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)

N/A

(13) Percent of class represented by amount in Row (11)

13.70%

(14) Type of reporting person (see instructions)

PN

(1) Names of reporting persons:

Himanshu H. Shah

(2) Check the appropriate box if a member of a group:
(a)
(b)

(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) of Schedule 13D

N/A

(6) Citizenship or place of organization

UNITED STATES

Number of shares beneficially owned by each reporting person with:

(7)  Sole voting power

916,422

(8) Shared voting power

20,706,948

(9) Sole dispositive power

916,422

(10) Shared dispositive power

20,706,948

(11) Aggregate amount beneficially owned by each reporting person

20,706,948

(12)  Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)

N/A

(13) Percent of class represented by amount in Row (11)

17.68%

(14) Type of reporting person (see instructions)

IN

SCHEDULE 13D

Item 1. Security and Issuer

Common Stock of UTSTARCOM HOLDINGS CORP.

UTSTARCOM HOLDINGS CORP
52-2 Building, BDA International Enterprise Avenue
No. 2 Jingyuan North Street
Daxing District, Beijing 100176

Item 2. Identity and Background

(a). Name: SHAH CAPITAL MANAGEMENT.

(b). Business Address: 8601 Six Forks Road, Suite 630, Raleigh, NC 27615

(c). Principal business: Asset management

(d). During the last five years, the reporting person has not been convicted
in a criminal proceeding.

(e). During the last five years, the reporting person has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.

(f). N/A

Item 3. Source and Amount of Funds or Other Consideration

In making the purchases of the shares of Common Stock, the reporting person
uses the assets under management.

Item 4. Purpose of the Transaction

The reporting person originally purchased the shares of Common Stock based on
its belief that the shares of Common Stock, when purchased, were undervalued
and represented an attractive investment opportunity. The reporting
person intends to review its investment in the Issuer on a continuing basis
and in connection therewith, may engage in discussions with the Board
of Directors, members of management, and/or other shareholders concerning
the business, assets, capitalization, financial condition,   operations,
management, strategy, and future plans of the Issuer, which discussions may
include proposing or considering one or more of the actions described
in subsections (a) through (j) of Item 4 of Schedule 13D.

Recently, reporting person proposed the following action to the issuer:

- encourage management to monetize over a billion dollar carryforward
losses by selling related subsidiaries in the US


Item 5. Interest in Securities of the Issuer

(a) Aggregate number of shares owned:
(b) Percentage of class of securities owned:
(c) Number of Shares to which reporting person has:
(i) Sole Voting Power
(ii) Shared Voting Power
(iii) Sole Dispositive Power
(iv) Shared Dispositive Power

 	SCM        Shah Capital Opportunity 	Himanshu
		   Fund LP

(a)	19,790,526	16,045,988		916,422
(b)	16.89%		13.70%			17.68%
(i)	N/A		N/A			916,422
(ii)	19,790,526	16,045,988		20,706,948
(iii)	N/A		N/A			916,422
(iv)	19,790,526	16,045,988		20,706,948

(c) N/A

(d) to (e). Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

Not Applicable

Item 7. Material to be Filed as Exhibits

Not Applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.

Date: January 15, 2013

Signature: Himanshu H. Shah/Sd.

Name/Title: Himanshu H. Shah, President and CIO
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>