UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.3)*

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)

June 28, 2011
(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

14,066,890

(9) Sole dispositive power

0

(10) Shared dispositive power

14,066,890

(11) Aggregate amount beneficially owned by each reporting person

14,066,890

(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)

9.01%

(14) Type of reporting person (see instructions)

IA

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 purpose of the acquisition of the shares of Common Stock by the
reporting person is for investment purposes based on the
belief that the Issuer is fundamentally strong and undervalued.

Item 5. Interest in Securities of the Issuer

(a). Aggregate number of shares owned: 14,066,890
     Percentage of class of securities owned: 9.01%

(b). Shared power to vote or to direct to vote: 14,066,890 shares
     Shared power to dispose or to direct the disposition: 14,066,890 shares

(c). Not applicable

(d)  Not applicable

(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: June 28, 2011

Signature: Himanshu Shah/Sd.

Name/Title: Himanshu Shah, President and CIO