13D Filing: Shah Capital Management and Utstarcom Holdings Corp. (NASDAQ:UTSI)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

UTSTARCOM
HOLDINGS CORP.

(Name of Issuer)

Ordinary Shares, par value US$0.00375 per share

(Title of Class of Securities)

918076100

(CUSIP Number)

Shah Capital Management

8601 Six Forks Road, Suite 630

Raleigh, NC 27615

Telephone: +1 (919) 719-6360

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

March 31, 2017

(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 § 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(b) for other parties to whom copies are to be sent.

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).

SCHEDULE 13D/A

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SCHEDULE 13D

This Amendment No. 18 is being filed jointly by Shah Capital Opportunity Fund LP
(Shah Opportunity), Himanshu H. Shah (Mr. Shah), Hong Liang Lu (Mr. Lu), Lu Charitable Remainder Trust (Lu Charitable Trust), Lu Family
Trust (Lu Family Trust), The Lu Family Limited Partnership (Lu Family Partnership) and Tenling Ti (Mr. Ti, together with Shah Opportunity, Mr. Shah, Mr. Lu, Lu
Charitable Trust, Lu Family Trust and Lu Family Partnership, the Reporting Persons). The Reporting Persons have entered into a joint filing agreement, dated as of March 31, 2017, a copy of which is attached hereto as Exhibit
99.1.

This Amendment No. 18 relates to the ordinary shares, par
value US$0.00375 per share (the Ordinary Shares), of UTStarcom Holdings Corp. (the Company or Issuer). The Ordinary Shares are listed on the NASDAQ Stock Market LLC under the symbol
UTSI. The address of the principal executive office of the Company is Level 6, 28 Hennessy Road, Admiralty, Hong Kong.

Shah Opportunity is a Delaware limited partnership designated
for sophisticated investors, which focuses primarily on global equity securities, both long and short, while using leverage when appropriate on a limited basis. The address of its principal office is 8601 Six Forks Road, Suite 630, Raleigh, NC
27615. The general partner of Shah Opportunity is Shah Capital LLC, a Delaware limited liability company, whose principal office is at 8601 Six Forks Road, Suite 630, Raleigh, NC 27615. Mr. Shah is the managing member of Shah Capital LLC.

Mr. Shah is a citizen of the United States and his principal occupation is the president and chief investment officer of Shah Capital
Management Inc. Mr. Shahs principal business address is 8601 Six Forks Road, Suite 630, Raleigh, NC 27615.

Mr. Lu is a
citizen of United States and his principal occupation is a director of the Company. Mr. Lus principal business address is 10 Cassia Road, #1B, Yau Yut Chuen, Kowloon Tong, Hong Kong.

Lu Charitable Trust is organized under the laws of the State of California and its principal business is managing investments for the Lu
family. Lu Charitable Trusts principal business address is 1 Lakeside Drive, #1802 Oakland, CA 94612. Mr. Lu is the trustee of Lu Charitable Trust.

Lu Family Trust is organized under the laws of the State of California and its principal business is managing investments for the Lu family.
Lu Family Trusts principal business address is 1 Lakeside Drive, #1802 Oakland, CA 94612. Mr. Lu is a trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries.

Lu Family Partnership is a Delaware limited partnership and its principal business is managing investments for the Lu family. Lu Family
Partnerships principal business address is 1 Lakeside Drive, #1802 Oakland, CA 94612. Mr. Lu is the general partner of Lu Family Partnership.

Mr. Ti isa citizen of United States and his principal occupation is the chief
executive officer of the Company. Mr. Tis principal business address is 733 Glencoe Court, Sunnyvale, CA 94087.

None of the
Reporting Persons has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.

Shah Opportunity, Mr. Shah,
Mr. Lu, Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti (collectively, the Consortium Members) anticipate that at the price per Ordinary Share set forth in the Proposal (as defined and further
described in Item 4 below), approximately US$ 60 million will be expended in acquiring all of the outstanding Ordinary Shares of the Company that are not already owned by the Consortium Members. It is anticipated that the funding for the
purchase of all of the outstanding Ordinary Shares that are not already owned by the Consortium Members will be provided by equity capital. Equity capital will be provided (i) by the Shah Parties (defined below in Item 5) and Mr. Ti in the
form of cash and rollover equity in the Company, and (ii) by Lu Parties (defined below in Item 5) in the form of rollover equity. To the extent necessary, the Consortium Members may borrow bridge loan to cover short-term financing needs in
connection with the Proposed Transaction.

On Mar. 31, 2017, the Consortium Members submitted a non-binding proposal (the Proposal) to the Companys board of directors. In the Proposal, the Consortium Members proposed to acquire all of the outstanding Ordinary Shares that are not
already owned by the Consortium Members for US$ 2.15 in cash per Ordinary Share (the Proposed Transaction). The Consortium Members also stated in the Proposal that they are interested only in the Proposed Transaction, and that
they do not intend to sell their shares in any other transaction involving the Company. The Consortium Members intended to finance the transactions contemplated under the Proposal through equity capital.

The Consortium Members indicated in the Proposal that they are prepared to negotiate and finalize the terms of the Proposed Transaction in
definitive transaction documents, which will provide for covenants and conditions typical and appropriate for transactions of this type. The Proposal also provided that no binding obligation on the part of the Company or the Consortium Members shall
arise with respect to the Proposed Transaction unless and until definitive agreements have been executed.

If the Proposed Transaction is completed, the Companys Ordinary Shares would become
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 and would be delisted from the NASDAQ Stock Market LLC.

References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached
hereto as Exhibit 99.3 and incorporated herein by reference as if set forth in its entirety herein.

Except as indicated above, the
Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a)-(b) The following table sets forth the beneficial ownership of
Ordinary Shares of the Company for each of the Reporting Persons as of March 24, 2017.

Shah Opportunity and Mr. Shah are collectively referred to as the Shah
Parties. Mr. Lu, Lu Charitable Trust, Lu Family Trust and Lu Family Partnership are collectively referred to as the Lu Parties. Due to the nature of the transaction described in Item 4 of this statement, the Shah
Parties, the Lu Parties and Mr. Ti may be deemed to be part of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with each other. As a result, the Shah Parties, the Lu Parties and Mr. Ti may all be
deemed to beneficially own an aggregate of 8,888,942 Ordinary Shares, or 25.1 % of the total outstanding Ordinary Shares. Each of the Shah Parties hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any
of the Lu Parties, Mr. Ti or any other person, and does not affirm membership in a group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the Lu Parties, Mr. Ti or any
other person, and this Schedule 13D shall not be construed as acknowledging that any of the Shah Parties, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the Lu Parties, Mr. Ti or any other person or
is a member of a group with any of the Lu Parties, Mr. Ti or any other person. Each of the Lu Parties hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Shah Parties, Mr. Ti or any other
person, and does not affirm membership in a group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the Shah Parties, Mr. Ti or any other person, and this Schedule 13D shall
not be construed as acknowledging that any of the Lu Parties, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the Shah Parties, Mr. Ti or any other person or is a member of a group with any of the
Shah Parties, Mr. Ti or any other person. Mr. Ti hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any other Consortium Member or any other person, and does not affirm membership in a
group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any other Consortium Member or any other person, and this Schedule 13D shall not be construed as acknowledging that Mr. Ti,
for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any other Consortium Member or any other person or is a member of a group with any other Consortium Member or any other person.

On Mar. 31, 2017, the Consortium Members entered into a consortium agreement (the Consortium Agreement), pursuant which the
Consortium Members will cooperate in good faith in connection with the acquisition of all of the outstanding Ordinary Shares that are not already owned by the Consortium Members for US$ 2.15 in cash per Ordinary Share.

The descriptions of the principal terms of the Consortium Agreement and the Proposal under Item 4, which have been filed as Exhibit 99.2 and
99.3, are incorporated herein by reference as if set forth in their entirety herein.

To the best knowledge of the Reporting Persons,
except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of
the Company.

SIGNATURE

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

Dated:

March 31, 2017

EXHIBIT INDEX