UTSTARCOM HOLDINGS CORP. — Major Shareholding Notification 2002

Nov 1, 2002

SC 13G/A 1 a2092576zsc13ga.htm SC 13G/A

Schedule 13G Page 1 of 5

| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549 SCHEDULE
13G |
| --- |
| OMB
Number:3235-0145 |
| Expires:October
31, 2002 |
| Estimated
average burden hours per response
14.9 |
| Under the
Securities Exchange Act of 1934 |
| (Amendment
No. 1)* |

interWAVE COMMUNICATIONS INTERNATIONAL, LTD.
(Name
of Issuer)
Common Shares, par $0.001 per share
(Title
of Class of Securities)
G4911N 10 2
(CUSIP
Number)
October 22, 2002
(Date
of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

ý Rule 13d-1(c)

o Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

ZEQ.=1,SEQ=1,EFW="2092576",CP="UTSTARCOM, INC.",DN="1",CHK=999383,FOLIO='',FILE="DISK027:[02PAL2.02PAL2312.EDGAR]13G_2312.CHC",USER="DNICHOL",CD='Nov 1 11:59 2002'

Schedule 13G Page 2 of 5

CUSIP No. G4911N 10 2

| 1. | Names of Reporting
Persons. I.R.S. Identification Nos.
of above persons (entities only). UTStarcom, Inc. FEIN:
52-1782500 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) (a) o (b) o | |
| 3. | SEC Use Only | |
| 4. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 7,836,575 (1) |
| | 6. | Shared
Voting Power 0 |
| | 7. | Sole
Dispositive Power 7,836,575 (1) |
| | 8. | Shared
Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 7,836,575 (1) | |
| 10. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |
| 11. | Percent
of Class Represented by Amount in Row (11)
11.17% | |
| 12. | Type
of Reporting Person (See Instructions) | |
| | CO | |

(1) 2,000,000 of the shares beneficially owned by the reporting person are currently exercisable pursuant to a warrant.

ZEQ.=1,SEQ=2,EFW="2092576",CP="UTSTARCOM, INC.",DN="1",CHK=840996,FOLIO='',FILE="DISK027:[02PAL2.02PAL2312.EDGAR]13G_2312.CHC",USER="DNICHOL",CD='Nov 1 11:59 2002'

Schedule 13G Page 3 of 5

*Item 1.*

(a)	Name of Issuer
	interWAVE Communications International, Ltd.
(b)	Address of Issuer’s
Principal Executive Offices
	Clarendon House, 2 Church Street, P.O. Box HM1022, Hamilton HM DX,
Bermuda

*Item 2.*

(a)	Name of Person Filing
	UTStarcom, Inc.
(b)	Address of Principal
Business Office or, if none, Residence
	1275 Harbor Bay Parkway, Suite 100, Alameda, CA 94502
(c)	Citizenship
	UTStarcom, Inc. is a Delaware Corporation
(d)	Title of Class of
Securities
	Common Shares, par value $0.001 per share
(e)	CUSIP Number
	G4911N 10 2

*Item 3.* Inapplicable.

*Item 4. Ownership*

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owed: 7,836,575 (1)

(b) Percent of class: 11.17%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 7,836,575 (1)

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition: 7,836,575 (1)

(iv) Shared power to dispose or to direct the disposition of: 0

Instruction. For computations regarding securities which represent a right to acquire an underlying security see *§* 240.13d3(d)(1).

*Item 5. Ownership of Five Percent or Less of a Class*

Inapplicable.

(1) 2,000,000 of the shares beneficially owned by the reporting person are currently exercisable pursuant to a warrant.

ZEQ.=1,SEQ=3,EFW="2092576",CP="UTSTARCOM, INC.",DN="1",CHK=239698,FOLIO='',FILE="DISK027:[02PAL2.02PAL2312.EDGAR]13G_2312.CHC",USER="DNICHOL",CD='Nov 1 11:59 2002'

Schedule 13G Page 4 of 5

| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person |
| --- | --- |
| | Inapplicable. |
| Item 7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company |
| | Inapplicable. |
| Item 8. | Identification
and Classification of Members of the Group |
| | Inapplicable. |
| Item 9. | Notice of
Dissolution of Group |
| | Inapplicable. |
| Item 10. | Certification |

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[ Remainder of Page Intentionally Left Blank ]

ZEQ.=1,SEQ=4,EFW="2092576",CP="UTSTARCOM, INC.",DN="1",CHK=591087,FOLIO='',FILE="DISK027:[02PAL2.02PAL2312.EDGAR]13G_2312.CHC",USER="DNICHOL",CD='Nov 1 11:59 2002'

Schedule 13G Page 5 of 5

*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: November 1, 2002
By:	/s/ Michael
Sophie
	Name: Michael Sophie
	Title: Chief Financial Officer

ZEQ.=1,SEQ=5,EFW="2092576",CP="UTSTARCOM, INC.",DN="1",CHK=43047,FOLIO='',FILE="DISK027:[02PAL2.02PAL2312.EDGAR]13G_2312.CHC",USER="DNICHOL",CD='Nov 1 11:59 2002'

SEQ=,FILE='QUICKLINK',USER=DNICHOL,SEQ=,EFW="2092576",CP="UTSTARCOM, INC.",DN="1" TOCEXISTFLAG