Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SHAH CAPITAL MANAGEMENT
 2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2013		 3. Issuer Name and Ticker or Trading Symbol
UTSTARCOM HOLDINGS CORP. [UTSI]
(Last)
(First)
(Middle)
8601 SIX FORKS ROAD, SUITE 630		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RALEIGH, NC 27615		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,726,538
I
See Footnote 1 (1)
Common Stock 16,045,988
I
See Footnote 2 (2)
Common Stock (4) 934,422
D (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAH CAPITAL MANAGEMENT
8601 SIX FORKS ROAD
SUITE 630
RALEIGH, NC 27615		     X    

Signatures

/s/ Himanshu H. Shah 01/29/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of common stock deemed to be owned beneficially by Shah Capital Management, Inc. ("SCM") solely as a result of its discretionary power over such shares as investment adviser to its separately management account clients.
(2) Represents shares of common stock owned by Shah Capital Opportunity Fund LP (the "Fund"), 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.
(3) 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.
(4) 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.
 
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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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