UTStarcom Holdings Corp (NASDAQ:UTSI): Himanshu H. Shah’s Shah Capital Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Shah Capital Opportunity Fund | 0 | 7,550,000 | 0 | 7,550,000 | 7,550,000 | 21.3% |
| Himanshu H. Shah | 0 | 7,550,000 | 0 | 7,550,000 | 7,550,000 | 21.3% |
| Hong Liang Lu | 1,156,801 | 0 | 1,156,801 | 0 | 1,156,801 | 3.3% |
| Lu Charitable Remainder Trust | 26,925 | 0 | 26,925 | 0 | 26,925 | 0.1% |
| Lu Family Trust | 16,408 | 0 | 16,408 | 0 | 16,408 | 0.0% |
| The Lu Family Limited Partnership | 76,333 | 0 | 76,333 | 0 | 76,333 | 0.2% |
| Tenling Ti | 173,955 | 0 | 173,955 | 0 | 173,955 | 0.5% |
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Page 1 of 14 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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 Opportunity Fund LP
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)
October 23, 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 remainder of this cover page shall be filled out for a reporting persons 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).
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Page 2 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shah Capital Opportunity Fund LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 7,550,000 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 7,550,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,550,0001 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 21.3%2 | |||||
| 14 | Type of reporting person (See PN | |||||
| 1 | Includes 7,550,000 Ordinary Shares. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC. |
| 2 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 3 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Himanshu H. Shah | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF United | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 7,550,000 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 7,550,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,550,0003 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 21.3%4 | |||||
| 14 | Type of reporting person (See IN | |||||
| 3 | Includes 7,550,000 Ordinary Shares owned by Shah Opportunity. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC. |
| 4 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 4 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hong Liang Lu | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF United | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,156,801 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 1,156,801 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,156,8015 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 3.3%6 | |||||
| 14 | TYPE OF REPORTING PERSON (See IN | |||||
| 5 | Includes (i) 1,037,135 Ordinary Shares, (ii) 26,925 Ordinary Shares registered in the name of Lu Charitable Remainder Trust, of which Mr. Lu is the trustee, (iii) 16,408 Ordinary Shares registered in the name of the Lu Family Trust, of which Mr. Lu is a trustee and of which Mr. Lu and his spouse are beneficiaries, (iv) 76,333 Ordinary Shares registered in the name of The Lu Family Limited Partnership, of which Mr. Lu is a general partner. |
| 6 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 5 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lu Charitable Remainder Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 26,925 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 26,925 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,9257 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.1%8 | |||||
| 14 | TYPE OF REPORTING PERSON (See OO | |||||
| 7 | Includes 26,925 Ordinary Shares. Mr. Lu is the trustee of Lu Charitable Trust. |
| 8 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 6 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lu Family Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 16,408 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 16,408 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,4089 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.0%10 | |||||
| 14 | TYPE OF REPORTING PERSON (See OO | |||||
| 9 | Includes 16,408 Ordinary Shares. Mr. Lu is a trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries. |
| 10 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 7 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Lu Family Limited Partnership | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 76,333 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 76,333 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,33311 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.2%12 | |||||
| 14 | TYPE OF REPORTING PERSON (See PN | |||||
| 11 | Includes 76,333 Ordinary Shares. Mr. Lu is a general partner of Lu Family Partnership. |
| 12 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 8 of 14 – SEC Filing
SCHEDULE 13D
| CUSIP No. 918076100 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tenling Ti | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) PF, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF United | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 173,955 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 173,955 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,95513 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.5%14 | |||||
| 14 | TYPE OF REPORTING PERSON (See IN | |||||
| 13 | Includes (i) 132,305 Ordinary Shares and (ii) 41,650 Ordinary Shares subject to exercise of 41,650 stock options held by Mr. Ti currently or within 60 days of the date hereof. |
| 14 | Percentage calculated based on 35,500,000 Ordinary Shares outstanding. |
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Page 9 of 14 – SEC Filing
This Amendment No. 19 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).
This Amendment No. 19 amends and supplements the amendment No. 18 to the statement on Schedule 13D jointly filed with
the Securities and Exchange Commission (the SEC) on March 31, 2017 by the Reporting Persons (the Original Schedule 13D). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Terms used
but not defined herein have the meanings ascribed thereto in the Original Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 of the Original Schedule 13D is hereby amended and
supplemented by adding the following at the end thereof:
As described in Item 4 below, the Reporting Persons have entered into an
agreement which terminates the Consortium Agreement and ceased to be the Consortium Members effective as of October 23, 2017. The information set forth in Item 4 below is hereby incorporated by reference into this Item 2.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Original Schedule 13D
is hereby amended and supplemented by adding the following at the end thereof:
As described in Item 4 below, the Reporting Persons have
entered into an agreement which terminates the Consortium Agreement and ceased to be the Consortium Members effective as of October 23, 2017. The information set forth in Item 4 below is hereby incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended and
supplemented by adding the following at the end thereof:
On October 23, 2017, the Reporting Persons submitted a letter (Proposal
Withdrawal Letter) to the special committee of the board of directors the Company which notified the Company that such parties had unanimously determined to withdraw the Proposal. The withdrawal of the Proposal became effective on October
23, 2017.
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Page 10 of 14 – SEC Filing
In connection with the withdrawal of the Proposal, the Reporting Persons have entered into a
termination agreement, dated October 23, 2017 (the Consortium Termination Agreement), which terminates the Consortium Agreement.
The descriptions of the Proposal Withdrawal Letter and the Consortium Termination Agreement in this Item 4 are qualified in their entirety by
reference to the complete text of the Proposal Withdrawal Letter and the Consortium Termination Agreement, which have been filed as Exhibit 99.4 and 99.5 to this Schedule 13D and are incorporated by reference in their entirety into this Item 4.
| Item 5. | Interest in Securities of the Issuer |
(a)-(b) The following table sets forth the beneficial ownership of
Ordinary Shares of the Company for each of the Reporting Persons as of Oct 23, 2017.
| Name | Shares Beneficially Owned | Percentage of Total | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||||||||||||||||
| Shah Opportunity(1) | 7,550,000 | 21.3 | % | 7,550,000 | 7,550,000 | |||||||||||||||||||
| Mr. Shah(2) | 7,550,000 | 21.3 | % | 7,550,000 | 7,550,000 | |||||||||||||||||||
| Mr. Lu(3) | 1,156,801 | 3.3 | % | 1,156,801 | 1,156,801 | |||||||||||||||||||
| Lu Charitable Trust(4) | 26,925 | 0.1 | % | 26,925 | 26,925 | |||||||||||||||||||
| Lu Family Trust(5) | 16,408 | 0.0 | % | 16,408 | 16,408 | |||||||||||||||||||
| Lu Family Partnership(6) | 76,333 | 0.2 | % | 76,333 | 76,333 | |||||||||||||||||||
| Mr. Ti(7) | 173,955 | 0.5 | % | 173,955 | 173,955 | |||||||||||||||||||
| (1) | Includes 7,550,000 Ordinary Shares. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC. |
| (2) | Includes 7,550,000 Ordinary Shares owned by Shah Opportunity. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC. |
| (3) | Includes (i) 1,037,135 Ordinary Shares, (ii) 26,925 Ordinary Shares registered in the name of Lu Charitable Trust, of which Mr. Lu is the trustee, (iii) 16,408 Ordinary Shares registered in the name of the Lu Family Trust, of which Mr. Lu is a trustee and of which Mr. Lu and his spouse are beneficiaries, (iv) 76,333 Ordinary Shares registered in the name of The Lu Family Limited Partnership, of which Mr. Lu is a general partner. |
| (4) | Includes 26,925 Ordinary Shares. Mr. Lu is the trustee of Lu Charitable Trust. |
| (5) | Includes 16,408 Ordinary Shares. Mr. Lu is the trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries. |
| (6) | Includes 76,333 Ordinary Shares. Mr. Lu is a general partner of Lu Family Partnership. |
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Page 11 of 14 – SEC Filing
| (7) | Includes (i) 132,305 Ordinary Shares and (ii) 41,650 Ordinary Shares subject to exercise of 41,650 stock options held by Mr. Ti currently or within 60 days of the date hereof. |
| (c) | Except as disclosed in Item 6 below, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past sixty (60) days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The descriptions of the principal terms of the Proposal Withdrawal Letter and the Consortium Termination Agreement under Item 4, which have
been filed as Exhibit 99.4 and 99.5, are incorporated herein by reference in their entirety.
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.
| Item 7. | Materials to be Filed as Exhibits. |
Item 7 is hereby supplemented by adding the
following exhibits:
| Exhibit No. | Description | |
| 99.4 | Proposal Withdrawal Letter to the special committee of the board of directors of the Company, dated October 23, 2017. | |
| 99.5 | Consortium Termination Agreement dated October 23, 2017 by and among Shah Opportunity, Mr. Shah, Mr. Lu, Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti. | |
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Page 12 of 14 – SEC Filing
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:
October 23,
2017
| Shah Capital Opportunity Fund LP | ||
| By: Shah Capital LLC, the General Partner | ||
| By: | /s/ Himanshu H. Shah | |
| Name: | Himanshu H. Shah | |
| Title: | Managing Member | |
| Himanshu H. Shah | ||
| By: | /s/ Himanshu H. Shah | |
| Name: | Himanshu H. Shah | |
| Hong Liang Lu | ||
| By: | /s/ Hong Liang Lu | |
| Name: | Hong Liang Lu | |
| Lu Charitable Remainder Trust | ||
| By: | /s/ Hong Liang Lu | |
| Name: | Hong Liang Lu | |
| Title: | Trustee | |
| Lu Family Trust | ||
| By: | /s/ Hong Liang Lu | |
| Name: | Hong Liang Lu | |
| Title: | Trustee | |
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Page 13 of 14 – SEC Filing
| The Lu Family Limited Partnership | ||
| By: Hong Liang Lu, the General Partner | ||
| By: | /s/ Hong Liang Lu | |
| Name: | Hong Liang Lu | |
| Tenling Ti | ||
| By: | /s/ Tenling Ti | |
| Name: | Tenling Ti | |
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Page 14 of 14 – SEC Filing
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.4 | Proposal Withdrawal Letter to the special committee of the board of directors of the Company, dated October 23, 2017. | |
| 99.5 | Consortium Termination Agreement dated October 23, 2017 by and among Shah Opportunity, Mr. Shah, Mr. Lu, Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti. | |
