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

                                FORM 10-K

(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 2014

                                   or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

              For the transition period from _____ to _____

       Commission file number of the issuing entity: 333-177354-03

        Central Index Key Number of the issuing entity: 0001555902
              UBS-Barclays Commercial Mortgage Trust 2012-C3
      (exact name of the issuing entity as specified in its charter)

         Central Index Key Number of the depositor: 0001532799
             UBS Commercial Mortgage Securitization Corp.
       (exact name of the depositor as specified in its charter)

         Central Index Key Number of the sponsor: 0001541886
                  UBS Real Estate Securities Inc.
        (exact name of the sponsor as specified in its charter)

         Central Index Key Number of the sponsor: 0000312070
                            Barclays Bank PLC
        (exact name of the sponsor as specified in its charter)

   Central Index Key Number of the sponsor: 0001548405 (The CIK provided
    is associated with Starwood Mortgage Capital LLC, the parent of the
      sponsor, which acts as securitizer for purposes of Rule 15Ga-1.)
          Starwood Mortgage Funding II LLC (formerly known as
                  Archetype Mortgage Funding II LLC)
        (exact name of the sponsor as specified in its charter)

         Central Index Key Number of the sponsor: 0001089877
                     KeyBank National Association
        (exact name of the sponsor as specified in its charter)

         Central Index Key Number of the sponsor: 0000040554
                 General Electric Capital Corporation
        (exact name of the sponsor as specified in its charter)

         Central Index Key Number of the sponsor: 0001175134
                        RAIT Partnership, L.P.
        (exact name of the sponsor as specified in its charter)

               New York                             46-1012551
      (State or other jurisdiction of               46-1132084
       incorporation or organization                46-6292860
           of the issuing entity)               (I.R.S. Employer
                                             Identification Numbers)


                 c/o Deutsche Bank Trust Company Americas
                       as Certificate Administrator
                        1761 East St. Andrew Place
                               Santa Ana, CA
        (Address of principal executive offices of the issuing entity)

                                  92705
                                (Zip Code)

            Registrant's telephone number, including area code:
                              (212) 713-2000

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  [ ]Yes [X]No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  [ ]Yes [X]No

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  [X]Yes  [ ]No

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

                               Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.

                               Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [ ]          Accelerated filer         [ ]
Non-accelerated filer     [X] (Do not check if a smaller reporting company)
Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).  [ ]Yes  [X]No

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.

                               Not applicable.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  [ ]Yes  [ ]No

                               Not applicable.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

                               Not applicable.


                     DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

                               Not applicable.


                              EXPLANATORY NOTE

The 1000 Harbor Boulevard Mortgage Loan, which constituted approximately 10.4%
of the asset pool of the issuing entity as of its cut-off date, is an asset of
the issuing entity and is part of a loan combination that includes the 1000
Harbor Boulevard Mortgage Loan and one other pari passu loan, which is not an
asset of the issuing entity. This loan combination, including the 1000 Harbor
Boulevard Mortgage Loan, is being serviced and administered pursuant to the
Pooling and Servicing Agreement, which is incorporated by reference as Exhibit
4 to this Annual Report on Form 10-K.


                                    PART I

Item 1.  Business.

Omitted.

Item 1A.  Risk Factors.

Omitted.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

Omitted.

Item 3.  Legal Proceedings.

Omitted.

Item 4.  Mine Safety Disclosures.

Not applicable.


                                   PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.

Omitted.

Item 6.  Selected Financial Data.

Omitted.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Omitted.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

Omitted.

Item 8.  Financial Statements and Supplementary Data.

Omitted.

Item 9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

Omitted.

Item 9A.  Controls and Procedures.

Omitted.

Item 9B.  Other Information.

None.


                                  PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Omitted.

Item 11.  Executive Compensation.

Omitted.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

Omitted.

Item 13.  Certain Relationships and Related Transactions, and Director
Independence.

Omitted.

Item 14.  Principal Accounting Fees and Services.

Omitted.


                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

The 1000 Harbor Boulevard Mortgage Loan (Loan #1 on Annex A-1 of the
prospectus supplement of the Registrant relating to the issuing entity filed
on September 26, 2012 pursuant to Rule 424(b)(5)) constitutes a significant
obligor within the meaning of Item 1101(k)(2) of Regulation AB. In accordance
with Item 1112(b) of Regulation AB, the most recent unaudited net operating
income of the significant obligor was $8,421,687.74 for the twelve month
period ended December 31, 2014.

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.

No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).

No entity or group of affiliated entities provides any derivative instruments
or other support for the certificates within this transaction as described under
Item 1115 of Regulation AB.

Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following, with
respect to UBS Real Estate Securities Inc. ("UBSRES"), a sponsor and a
mortgage loan seller, and Deutsche Bank Trust Company Americas ("DBTCA"), the
trustee, certificate administrator, paying agent and custodian:

UBSRES is currently engaged in litigation with respect to various legacy
residential mortgage-backed securities transactions. Some litigants are
seeking the repurchase of mortgage loans by UBSRES from certain residential
mortgage securitization trusts, on the basis that the loans are allegedly in
breach of contractual representations and warranties in governing transaction
documents. Other litigants are alleging violations of federal and/or state
securities or common law for alleged misrepresentations and omissions in
offering documents in connection with the issuance and/or distribution of
residential mortgage-backed securities. No assurance can be given that one or
more of the foregoing actions will not result in material liability to UBSRES.

DBTCA has been named as a defendant in civil litigation concerning its role as
trustee of certain residential mortgage backed securities ("RMBS") trusts.  On
June 18, 2014, a group of investors ("Plaintiff Investors") filed a civil
action against DBTCA and Deutsche Bank National Trust Company ("DBNTC") in New
York State Supreme Court purportedly on behalf of and for the benefit of 544
private-label RMBS trusts asserting claims for alleged violations of the Trust
Indenture Act of 1939, breach of contract, breach of fiduciary duty and
negligence based on DBTCA's and DBNTC's alleged failure to perform their
obligations as trustees for the trusts (the "NY Derivative Action").  An
amended complaint was filed on July 16, 2014, adding Plaintiff Investors and
RMBS trusts to the NY Derivative Action.  On November 24, 2014, the Plaintiff
Investors moved to voluntarily dismiss the NY Derivative Action without
prejudice. Also on November 24, 2014, substantially the same group of Plaintiff
Investors filed a civil action against DBTCA and DBNTC in the United States
District Court for the Southern District of New York (the "SDNY Action"),
making substantially the same allegations as the New York Derivative Action
with respect to 564 RMBS trusts (542 of which were at issue in the NY
Derivative Action).  The SDNY Action is styled both as a derivative action on
behalf of the named RMBS Trusts and, in the alternative, as a putative class
action on behalf of holders of RMBS representing interests in those RMBS trusts.
DBTCA is vigorously defending the SDNY Action.  DBTCA has no pending legal
proceedings (including, based on DBTCA's present evaluation, the litigation
disclosed in this paragraph) that would materially affect its ability to perform
its duties as Trustee on behalf of the Certificateholders.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.

The information regarding this Item has been previously provided in a
prospectus supplement of the Registrant relating to the issuing entity filed
on September 26, 2012 pursuant to Rule 424(b)(5).

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessment of compliance with the servicing criteria for asset-
backed securities and the related attestation reports on such assessments of
compliance are attached hereto under Item 15 to this Annual Report on Form 10-
K. Attached as Schedule II to the Pooling and Servicing Agreement incorporated
by reference as Exhibit 4 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the
transaction responsible for each applicable servicing criterion set forth in
Item 1122(d).

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.


                                    Part IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following is a list of documents filed as part of this Annual Report
    on Form 10-K:

    (1) Not applicable

    (2) Not applicable

    (3) See below

4     Pooling and Servicing Agreement, dated as of September 1, 2012, by and
      among UBS Commercial Mortgage Securitization Corp., as depositor,
      Midland Loan Services, a Division of PNC Bank, National Association, as
      master servicer, Rialto Capital Advisors, LLC, as special servicer,
      Deutsche Bank Trust Company Americas, as trustee, certificate
      administrator, paying agent and custodian, and Park Bridge Lender
      Services LLC, as operating advisor (filed as Exhibit 4 to the
      registrant's Current Report on Form 8-K, filed on September 27, 2012 and
      incorporated by reference herein.)

31    Rule 13a-14(d)/15d-14(d) Certification.

33    Reports on assessment of compliance with servicing criteria for asset-
      backed securities.

33.1  Midland Loan Services, a Division of PNC Bank, National Association, as
      Master Servicer

33.2  Rialto Capital Advisors, LLC, as Special Servicer

33.3  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian

33.4  Park Bridge Lender Services LLC, as Operating Advisor

33.5  Midland Loan Services, a Division of PNC Bank, National Association, as
      Primary Servicer for the 1000 Harbor Boulevard Mortgage Loan (see
      Exhibit 33.1)

33.6  Rialto Capital Advisors, LLC, as Special Servicer for the 1000 Harbor
      Boulevard Mortgage Loan (see Exhibit 33.2)

33.7  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian for the 1000 Harbor Boulevard Mortgage Loan
      (see Exhibit 33.3)

33.8  Park Bridge Lender Services LLC, as Operating Advisor for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 33.4)


34    Attestation reports on assessment of compliance with servicing criteria
      for asset-backed securities.

34.1  Midland Loan Services, a Division of PNC Bank, National Association, as
      Master Servicer

34.2  Rialto Capital Advisors, LLC, as Special Servicer

34.3  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian

34.4  Park Bridge Lender Services LLC, as Operating Advisor

34.5  Midland Loan Services, a Division of PNC Bank, National Association, as
      Primary Servicer for the 1000 Harbor Boulevard Mortgage Loan (see
      Exhibit 34.1)

34.6  Rialto Capital Advisors, LLC, as Special Servicer for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 34.2)

34.7  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian for the 1000 Harbor Boulevard Mortgage Loan
      (see Exhibit 34.3)

34.8  Park Bridge Lender Services LLC, as Operating Advisor for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 34.4)


35    Servicer compliance statements.

35.1  Midland Loan Services, a Division of PNC Bank, National Association,
      as Master Servicer

35.2  Rialto Capital Advisors, LLC, as Special Servicer

35.3  Deutsche Bank Trust Company Americas, as Certificate Administrator

35.4  Midland Loan Services, a Division of PNC Bank, National Association,
      as Primary Servicer for the 1000 Harbor Boulevard Mortgage Loan (see
      Exhibit 35.1)

35.5  Rialto Capital Advisors, LLC, as Special Servicer for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 35.2)

35.6  Deutsche Bank Trust Company Americas, as Certificate Administrator
      for the 1000 Harbor Boulevard Mortgage Loan (see Exhibit 35.3)


99.1  Mortgage Loan Purchase Agreement, dated as of September 27, 2012
      between UBS Real Estate Securities Inc., as seller, and UBS Commercial
      Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.1 to
      the registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.2  Mortgage Loan Purchase Agreement, dated as of September 27, 2012
      between Barclays Bank PLC, as seller, and UBS Commercial Mortgage
      Securitization Corp., as purchaser (filed as Exhibit 99.2 to the
      registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.3  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
      Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.3 to
      the registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.4  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      KeyBank National Association, as seller, and UBS Commercial Mortgage
      Securitization Corp., as purchaser (filed as Exhibit 99.4 to the
      registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.5  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      General Electric Capital Corporation, as seller, and UBS Commercial
      Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.5 to
      the registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.6  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      RAIT Partnership, L.P., as seller, and UBS Commercial Mortgage
      Securitization Corp., as purchaser (filed as Exhibit 99.6 to the
      registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

(b)   The exhibits required to be filed by the Registrant pursuant to Item 601
      of Regulation S-K are listed above and in the Exhibit Index that
      immediately follows the signature page hereof.

(c)   Not Applicable.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

UBS Commercial Mortgage Securitization Corp.
(Depositor)

/s/ David Nass
___________________
David Nass
President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)

Date: March 27, 2015


/s/ Alfred Fernandez
___________________
Alfred Fernandez
Executive Director

Date: March 27, 2015



EXHIBIT INDEX

Exhibit No.

4     Pooling and Servicing Agreement, dated as of September 1, 2012, by and
      among UBS Commercial Mortgage Securitization Corp., as depositor,
      Midland Loan Services, a Division of PNC Bank, National Association, as
      master servicer, Rialto Capital Advisors, LLC, as special servicer,
      Deutsche Bank Trust Company Americas, as trustee, certificate
      administrator, paying agent and custodian, and Park Bridge Lender
      Services LLC, as operating advisor (filed as Exhibit 4 to the
      registrant's Current Report on Form 8-K, filed on September 27, 2012 and
      incorporated by reference herein.)

31    Rule 13a-14(d)/15d-14(d) Certification.

33    Reports on assessment of compliance with servicing criteria for asset-
      backed securities.

33.1  Midland Loan Services, a Division of PNC Bank, National Association, as
      Master Servicer

33.2  Rialto Capital Advisors, LLC, as Special Servicer

33.3  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian

33.4  Park Bridge Lender Services LLC, as Operating Advisor

33.5  Midland Loan Services, a Division of PNC Bank, National Association, as
      Primary Servicer for the 1000 Harbor Boulevard Mortgage Loan (see
      Exhibit 33.1)

33.6  Rialto Capital Advisors, LLC, as Special Servicer for the 1000 Harbor
      Boulevard Mortgage Loan (see Exhibit 33.2)

33.7  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian for the 1000 Harbor Boulevard Mortgage Loan
      (see Exhibit 33.3)

33.8  Park Bridge Lender Services LLC, as Operating Advisor for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 33.4)


34    Attestation reports on assessment of compliance with servicing criteria
      for asset-backed securities.

34.1  Midland Loan Services, a Division of PNC Bank, National Association, as
      Master Servicer

34.2  Rialto Capital Advisors, LLC, as Special Servicer

34.3  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian

34.4  Park Bridge Lender Services LLC, as Operating Advisor

34.5  Midland Loan Services, a Division of PNC Bank, National Association, as
      Primary Servicer for the 1000 Harbor Boulevard Mortgage Loan (see
      Exhibit 34.1)

34.6  Rialto Capital Advisors, LLC, as Special Servicer for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 34.2)

34.7  Deutsche Bank Trust Company Americas, as Trustee, Certificate
      Administrator, and Custodian for the 1000 Harbor Boulevard Mortgage Loan
      (see Exhibit 34.3)

34.8  Park Bridge Lender Services LLC, as Operating Advisor for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 34.4)


35    Servicer compliance statements.

35.1  Midland Loan Services, a Division of PNC Bank, National Association,
      as Master Servicer

35.2  Rialto Capital Advisors, LLC, as Special Servicer

35.3  Deutsche Bank Trust Company Americas, as Certificate Administrator

35.4  Midland Loan Services, a Division of PNC Bank, National Association,
      as Primary Servicer for the 1000 Harbor Boulevard Mortgage Loan (see
      Exhibit 35.1)

35.5  Rialto Capital Advisors, LLC, as Special Servicer for the 1000
      Harbor Boulevard Mortgage Loan (see Exhibit 35.2)

35.6  Deutsche Bank Trust Company Americas, as Certificate Administrator
      for the 1000 Harbor Boulevard Mortgage Loan (see Exhibit 35.3)


99.1  Mortgage Loan Purchase Agreement, dated as of September 27, 2012
      between UBS Real Estate Securities Inc., as seller, and UBS Commercial
      Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.1 to
      the registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.2  Mortgage Loan Purchase Agreement, dated as of September 27, 2012
      between Barclays Bank PLC, as seller, and UBS Commercial Mortgage
      Securitization Corp., as purchaser (filed as Exhibit 99.2 to the
      registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.3  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
      Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.3 to
      the registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.4  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      KeyBank National Association, as seller, and UBS Commercial Mortgage
      Securitization Corp., as purchaser (filed as Exhibit 99.4 to the
      registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.5  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      General Electric Capital Corporation, as seller, and UBS Commercial
      Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.5 to
      the registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).

99.6  Mortgage Loan Purchase Agreement, dated as of September 27, 2012 between
      RAIT Partnership, L.P., as seller, and UBS Commercial Mortgage
      Securitization Corp., as purchaser (filed as Exhibit 99.6 to the
      registrant's Current Report on Form 8-K, filed by the registrant on
      September 27, 2012 and incorporated by reference herein).