SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 5)

Under the Securities Exchange Act of 1934

UTStarcom Holdings Corp.

(Name of Issuer)

Ordinary Shares, Par Value US$0.00375 per share

(Title of Class of Securities)

918076100

(CUSIP Number)

Gu Guoping

Shanghai Phicomm Communication Co. Ltd.

3666 Sixian Road
Songjiang District
Shanghai, People’s Republic of China

011-86-21- 31183118

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 2, 2016

(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 §240.13d-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).

CUSIP No. 918076100
1.	Names of Reporting Persons.
	GU GUOPING
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
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)				o
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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	11,739,932
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	32.2%
14.	Type of Reporting Person
	IN

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CUSIP No. 918076100
1.	Names of Reporting Persons.
	Shanghai Phicomm Communication Co., Ltd.,
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	11,739,932
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	32.2%
14.	Type of Reporting Person
	CO

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CUSIP No. 918076100
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)	o
				(b)	x
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)				o
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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	11,739,932
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	32.2%
14.	Type of Reporting Person
	CO

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CUSIP No. 918076100
1.	Names of Reporting Persons.
	The Smart Soho International Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
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)				o
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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	11,739,932
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	32.2%
14.	Type of Reporting Person
	CO

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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, and by Amendment No. 4 thereto filed July 6, 2016 by the Phicomm group, is hereby further amended with respect to the items set forth below in this Amendment No. 5. The members of the Phicomm Group are sometimes referred to individually as a Filing Person and collectively as the “Filing Persons.” Otherwise, capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.

Item 4. Purpose of Transaction

Item 4 of the Schedule is hereby amended by the addition of the following information:

Acquirer, Phicomm HK and the Sellers have agreed to a further extension of the closing date under the Purchase Agreement until no later than October 31, 2016. For a summary of the terms on which such extension has been agreed, see Item 6.

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

Item 6 of the Schedule is hereby amended by the addition of the following information:

On September 2, 2016, Acquirer, Phicomm HK and the Sellers entered into a further amendment to the Purchase Agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the parties to the Purchase Agreement agreed that the closing under the Purchase Agreement will take place as soon as practicable as shall be agreed among the parties to the Purchase Agreement, but in no event later than October 31, 2016 (the “New Termination Date”).

In connection with the execution and delivery of the Fifth Amendment, Acquirer released to the Shah Sellers the sum of US$1,000,000 previously deposited in the escrow account established pursuant to the Fourth Amendment to the Purchase Agreement, together with any interest earned thereon. The Fifth Amendment provides that if the closing does not occur by the New Termination Date and the Purchase Agreement is terminated due to a failure by either the Acquirer or any Seller to perform any covenant or satisfy any condition to be performed or satisfied by applicable party, no party shall be subject to any penalty, termination fee obligation or any other liability or obligation to the other parties under the Purchase Agreement.

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Pursuant to the Fifth Amendment, each party and persons acting on behalf of a party may initiate or encourage the sale of any Ordinary Shares held by such party to one or more potential purchasers, participate in discussions or negotiations regarding such sales, to furnish information and take other action to facilitate inquiries or proposals that could reasonably be expected to lead to such potential sales with the option, in each party’s sole discretion, to sell and transfer such Ordinary Shares to a purchaser or purchasers (a “Third Party Deal”). However, no party may enter into or conclude a Third Party Deal prior to the New Termination Date.

The Fifth Amendment also continues the standstill provisions entered into in connection with the Third Amendment until the earlier of the closing under, and termination of, the Purchase Agreement, and the Shah Sellers also agreed to extend the duration of their consent to Phicomm’s and Acquirer’s share pledges to the Fund until the closing date under the Purchase Agreement. For information regarding such share pledges and the Shah Sellers’ consent, see Item 6 of the Filing Persons’ Schedule 13D (Amendment No. 3).

The description of certain material terms of the Fifth Amendment in this Item 6 is not complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is an exhibit to this Schedule 13D (Amendment No. 5) and is hereby incorporated by reference into this Item 6. See Item 7.

Item 7. Material to be Filed as Exhibits

The following documents are filed as exhibits to this Schedule 13D:

Exhibit No.	Document
99.14	Fifth Amendment dated September 2, 2016 to Purchase and Sale Agreement dated as of November 4, 2015 between The Smart Soho International Limited, Phicomm Technology (Hong Kong) Co., Limited, Himanshu Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Hong Liang Lu, Lu Charitable Remainder Trust, The Lu Family Limited Partnership and Lu Family Trust (filed herewith).

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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: September 7, 2016

SHANGHAI PHICOMM COMMUNICATION CO., LTD.
By:	/s/	Gu Guoping
Name:		Gu Guoping
Title:		Chairman
PHICOMM TECHNOLOGY (HONG KONG) CO., LIMITED.
By:	/s/	Gu Guoping
Name:		Gu Guoping
Title:		Sole Director
THE SMART SOHO INTERNATIONAL LIMITED
By:	/s/	Gu Guoping
Name:		Gu Guoping
Title:		Sole Director
GU GUOPING, individually
/s/		Gu Guoping
Name:		Gu Guoping

EX-99.14

Exhibit 99.14

THE SMART SOHO INTERNATIONAL LIMITED

P.O. Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

September 2, 2016

To the Sellers to the

Purchase and Sale Agreement

dated November 4, 2015

Ladies and Gentlemen:

               We refer to the Purchase and Sale Agreement among us dated as of November 4, 2015, as amended by the letter agreement dated December 4, 2015 (the “First Amendment”), by the letter agreement dated December 16, 2015 (the “Second Amendment”), by the letter agreement dated January 8, 2016 (the “Third Amendment”) and by the letter agreement dated June 30, 2016 (the “Fourth Amendment” and, as so amended, the “Agreement”). This letter agreement (this “Fifth Amendment”) sets forth our agreement with respect the further amendment of certain provisions of the Agreement and the waiver of the satisfaction of certain conditions to the respective obligations of the parties. Capitalized terms used in this Fifth Amendment without definitions specified herein have the respective meanings assigned to them in the Agreement.

               We hereby agree that, notwithstanding any inconsistent provision of the Agreement (including, without limitation, any inconsistent provisions of Section 1.03(b), Section 1.03(c), or Section 1.04 through Section 1.06), the remaining portion of the Purchase Price for the Ordinary Shares and the additional amounts referred to below shall be paid, and the remaining 6,739,932 Ordinary Shares subject to the Agreement shall be delivered, as follows:

               1.             Payment of Purchase Price Balance. On the “Final Closing Date” (as defined below), and subject to paragraph 2 below, Acquirer shall pay an aggregate of US$40,439,592 to the Sellers via wire transfer of immediately available funds in U.S. dollars to one or more accounts to be designated by the Sellers by notice to the Acquirer (which notice shall be delivered not later than five (5) days prior to the Final Closing Date) against delivery by the Sellers of the remaining 6,739,932 Ordinary Shares of the Sellers required to be delivered to Acquirer pursuant to the Agreement. Such payments shall be made to the following Sellers and in the following amounts:

               (a)               to Shah Capital, in the amount of US$33,896,214; and

               (c)               to the Lu Sellers, payments in the aggregate amount of US$6,543,378, of which Acquirer shall pay to each Lu Seller an amount equal to the sum of the First Tranche Payment and the Second Tranche Payment set forth for such Lu Seller in Schedule B to the Agreement.

               2.             Closing.    The closing of the purchase and sale of the remaining 6,739,932 Ordinary Shares (the “Closing”), and the delivery of the Ordinary Shares by Sellers and of the payments required by paragraph 1 by Acquirer shall take on place as soon as practicable as agreed among the Parties, but in no event later than October 31, 2016 (the “New Termination Date”). The date on which the Closing occurs is referred to herein as the “Final Closing Date.” For the avoidance of doubt:

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               (a)               the obligations of the Acquirer to make the payments required by paragraph 1 of this Fifth Amendment at the Closing are not subject to the performance of any obligation or fulfillment of any closing condition by any Seller or any other condition, other than the following:

                    (i) Sellers shall deliver the remaining 6,739,932 Ordinary Shares to be delivered to the Acquirer; and

                    (ii) Mr. GU shall hold his directorship on the board until the date the Agreement is terminated.

               (b)               the obligations of the Sellers to deliver such 6,739,932 Ordinary Shares at the Closing are not subject to the performance of any obligation or fulfillment of any closing condition by Acquirer other than Acquirer’s delivery of the payments required by paragraph 1 of this Fifth Amendment, in each case in the manner and on the terms set forth in the Agreement, as amended hereby. Upon the Closing or termination of the Agreement in accordance with Section 1.06 of the Agreement as further amended in paragraph 3 below, Phicomm Technology (Hong Kong) Co., Limited (“Phicomm HK”) shall be released from any liability or obligation under the letter of guarantee issued to Sellers.

               (c)               In the event that the Agreement is terminated or the Closing fails to occur by the New Termination Date, Acquirer shall procure that Mr. GU shall resign from the board, effective immediately upon termination of the Agreement.

               3.             Termination in Lieu of Closing.

               (a)               With respect to the termination of the Agreement as set forth in Section 1.06 of the Agreement, for the avoidance of doubt, references in Section 1.06 of the Agreement to (i) the “Closing” shall mean the Closing as defined hereunder, (ii) the “Closing Date” shall mean the Final Closing Date and (iii) the “Termination Date” shall mean the New Termination Date as defined in this Fifth Amendment.

               (b)               If the Closing has not occurred by the New Termination Date due to failure by any Seller or Acquirer to perform the covenants and agreements set forth herein to be performed by them or to satisfy the applicable conditions set forth herein to be satisfied by them, none of the Acquirer or Sellers shall in any event be subject to any penalty, termination fee or any other obligations or liabilities of any kind to the other Parties.

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               4.             Go-Shop. Each Party hereby expressly acknowledges and agrees that, during the period beginning on the date of the Fourth Amendment (i.e., June 30, 2016) and continuing until the New Termination Date, each Party, and any officer, director, partner or employee of, or any financial advisor, attorney or other advisor or representative of, such Party or any of its affiliates shall be permitted to individually or jointly, (i) directly or indirectly solicit, initiate or encourage the sale of Ordinary Shares they hold to one or more potential purchasers, and (ii) directly or indirectly participate in discussions or negotiations regarding, and furnish to any person information with respect to, and take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, a sale of the Ordinary Shares they hold, and each Party shall have the option to, in its sole discretion, sell and transfer such Ordinary Shares to one or more persons (a “Third Party Deal”), provided, however, that no Party shall enter or conclude any Third Party Deal prior to the New Termination Date, provided further, however, that prior to the New Termination Date (i) Phicomm HK man continue its pledge of the Acquirer’s shares to Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) (the “Fund”) pursuant to the Capital Increase and Share Subscription Agreement dated December 2, 2015, among the Fund, Shanghai Phicomm Communication Co., Ltd., Phicomm HK and Acquirer, and (ii) the Shah Sellers agree that the Waiver and Consent issued by the Shah Sellers set forth in the letter dated April 25, 2016 from Acquirer and Phicomm HK to the Shah Sellers with respect to the pledges of (A) all Phicomm HK Shares owned by Phicomm, and (B) 5,000,000 Ordinary Shares owned by the Acquirer is hereby extended until the New Termination Date.

               5.             Waiver. The Acquirer hereby waives satisfaction of the conditions set forth in clauses e)(i) and e)(ii) of the Conditions to the Obligations of the Acquirer set forth in Schedule C of the Agreement in respect of the 6,739,932 Ordinary Shares to be delivered by the Sellers on the “Final Closing Date” (as defined in the any amendment to the Agreement prior to this Fifth Amendment), subject to the payments required to be made by the Acquirer on the Final Closing Date established hereunder, provided, however, that the Sellers shall be obligated to deliver the 6,739,932 Ordinary Shares in the manner set forth in clauses e)(i) and e)(ii) of the Conditions to the Obligations of the Acquirer set forth in Schedule C of the Agreement on the Final Closing Date established by this Fifth Amendment upon the receipt by the Sellers of all the payments required to be made under paragraph 1 of this Fifth Amendment.

               6.             Miscellaneous. Except as otherwise expressly provided by this Fifth Amendment, all of the terms, conditions and provisions of the Agreement shall remain unchanged and in full force and effect. The Agreement, as amended hereby, shall continue in full force and effect, and this Second Amendment and the Agreement shall be read and construed as one instrument. This Fifth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. The delivery of this Fifth Amendment by facsimile transmission or email of an executed original hereof or signature page hereto and/or the retransmission of any executed facsimile transmission hereof or signature page hereto shall be deemed to be the same as delivery of an executed original. In proving this Fifth Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This Fifth Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof.

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               If the foregoing is acceptable to you, please confirm your agreement, effective the date first set forth above, by countersigning this letter below and returning it to the undersigned.

For and on behalf of	For and on behalf of
THE SMART SOHO INTERNATIONAL LIMITED	PHICOMM TECHNOLOGY (HONG KONG) CO., LIMITED
/s/ Gu Guoping	/s/ Gu Guoping
Gu Guoping	Gu Guoping
The foregoing is accepted and agreed as of the date first above written.
For and on behalf of	HONG LIANG LU
SHAH CAPITAL MANAGEMENT, INC.
/s/ Himanshu H. Shah	/s/ Hong Liang Lu
Himanshu H. Shah	Hong Liang Lu
For and on behalf of	For and on behalf of
SHAH CAPITAL OPPORTUNITY FUND LP	LU CHARITABLE REMAINDER TRUST
/s/ Himanshu H. Shah	/s/ Hong Liang Lu
Himanshu H. Shah	Hong Liang Lu
HIMANSHU H. SHAH	For and on behalf of
	THE LU FAMILY LIMITED PARTNERSHIP
/s/ Himanshu H. Shah	/s/ Hong Liang Lu
Himanshu H. Shah	Hong Liang Lu
	For and on behalf of
	LU FAMILY TRUST
	/s/ Hong Liang Lu
	Hong Liang Lu

[Signature Page to Fifth Amendment to Purchase and Sale Agreement]

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