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

                                  FORM 10-K

   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2013

                                     or

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period to _______________ from _______________



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

   UBS-Barclays Commercial Mortgage Trust 2012-C3
   (Exact name of issuing entity as specified in its Charter)

   UBS Commercial Mortgage Securitization Corp.
   (Exact name of depositor as specified in its Charter)

   UBS Real Estate Securities Inc.
   Barclays Bank PLC
   Starwood Mortgage Funding II LLC (formerly known as
   Archetype Mortgage Funding II LLC)
   KeyBank National Association
   General Electric Capital Corporation
   RAIT Partnership, L.P.
   (Exact names of the sponsors as specified in their Charters)


                                                   46-1012551
                                                   46-1132084
   New York                                        46-6292860
   (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                  Identification No.)


   c/o Deutsche Bank Trust Company Americas
       as Certificate Administrator
       1761 East St. Andrew Place
       Santa Ana CA                                92705
   (Address of principal executive offices)        (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 ___  No X


   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 ___  No X


   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.

     Yes X   No ___


   Indicate by check mark whether the registrant has submitted electronically
   and posted on its corporate Website, 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 definitions of "large accelerated filer,"
   "accelerated filer" and "smaller reporting company" in Rule 12b-2
   of the Exchange Act.  (Check One):

     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 ___  No X


   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 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.

     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 $11,995,568.99 for the
   twelve month period ended December 31, 2013.


   Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
   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 Derivative Instruments
   (Financial Incorporation).

   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:

   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.


   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 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 a 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 statement.

        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 28, 2014



   /s/ David Schell
   David Schell
   Executive Director

   Date:   March 28, 2014



   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 statement.

        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).