UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

| | ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2022
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: 0001682523

Starwood Mortgage Funding II LLC

(exact name of the sponsor as specified in its charter)

(formerly known as Archetype Mortgage Funding II LLC)



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: 0001660492

GE Capital US Holdings, Inc.

(exact name of the sponsor as specified in its charter)

(successor in interest to certain obligations of General
Electric Capital Corporation)



Central Index Key Number of the sponsor: 0001175134

RAIT Partnership, L.P.

(exact name of the sponsor as specified in its charter)



|New York(State or other jurisdiction of
    incorporation or organization of
    the issuing entity) | 46-1012551
    46-1132084
    46-6292860
    (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:

|Title of each class | Trading Symbol(s) | Name of each exchange on which registered
|------------------- | ----------------- | -----------------------------------------
|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

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

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  ☐ No

Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted 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 such files).

Not applicable.

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

|Large accelerated filer | ☐                                                   | Accelerated filer         | ☐
|----------------------- | --------------------------------------------------- | ------------------------- | -
|Non-accelerated filer   | ☑     (Do not check if a smaller reporting company) | Smaller reporting company | ☐
|                        |                                                     | Emerging growth company   | ☐

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation
to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the
relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). ☐ Yes  ☑ 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 NOTES

The 1000 Harbor Boulevard Mortgage Loan, previously an asset
of the issuing entity, was not an asset of the issuing entity during the reporting period and is omitted from this Annual Report on Form
10-K and will be omitted from subsequent Annual Reports on Form 10-K.

The master servicer of a pooling and servicing agreement or trust and servicing
agreement also functions as the primary servicer of the related mortgage loans serviced and administered pursuant to such agreement unless
a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicer compliance
statement provided by the master servicer under any such agreement also encompasses its responsibilities as primary servicer of the related
mortgage loan or mortgage loans.

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.

[Reserved].

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.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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 Accountant Fees and Services.

Omitted.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

No single obligor represents 10% or more of the pool assets held by the issuing
entity.

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 Deutsche Bank Trust Company Americas, as trustee, certificate administrator and custodian.

Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National
Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their role as trustees of certain residential
mortgage-backed securities (“RMBS”) trusts.



On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors,
LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and
DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce breaches of representations and warranties
as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts.
During the course of the litigation, plaintiffs dismissed the case from New York State Supreme Court and refiled two separate cases, one
in the U.S. District Court for the Southern District of New York (the “BlackRockSDNY Case”) and the other in the Superior
Court of California, Orange County (the “BlackRockCalifornia Case”). Pursuant to a settlement among the parties, the
BlackRockSDNY Case was dismissed on December 6, 2018, and the BlackRockCalifornia Case was dismissed on January 11, 2019.



On September 27, 2017, DBTCA was added as a defendant to a case brought by certain
special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which
the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs
filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts
at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation
of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciary duty; negligence and gross negligence;
violation of New York’s Streit Act; and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs
acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence
claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract
claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions
of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and
DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (see description of Commerzbank
case below), filed a motion for partial summary judgment. On October 27, 2021, DBNTC and DBTCA filed a supplemental motion for summary
judgment relating to plaintiffs’ standing. On February 8, 2022, the court issued an order in which it granted DBNTC and DBTCA’s
supplemental motion for summary judgment, granted in part DBNTC and DBTCA’s initial motion for summary judgment, and denied plaintiffs’
motion for partial summary judgment. As a result of that order, all of plaintiffs’ claims were dismissed with prejudice. On March
10, 2022, plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit with respect to the court’s
orders on the motions to dismiss and for summary judgment.



On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank
AG (“Commerzbank”) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged
incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint
that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee
for the other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach of contract;
breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended
complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA claims for the
trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith,
and Commerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA
caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for
money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018,
DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Lightplaintiffs,
filed a motion for partial summary judgment. On February 8, 2022, the court issued an order in which it granted in part DBNTC and DBTCA’s
motion for summary judgment and denied plaintiffs’ motion for partial summary judgment. As a result of that order, many of plaintiffs’
claims and theories were dismissed with prejudice. Discovery is ongoing.



On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank
A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State
of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims
for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation
of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are
liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits
by IKB, filed a joint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as
to seven trusts. On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court
granted the motion to dismiss with respect to IKB’s claims for violations of the Streit Act, Regulation AB, and Section 9 of the
Uniform Commercial Code, as well as certain aspects of IKB’s claims for breach of contract, breach of fiduciary duty, and violation
of the TIA. The court denied the remainder of the motion to dismiss. IKB’s remaining claims for breach of contract, breach of fiduciary
duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10, 2021, DBNTC and DBTCA filed a notice
of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of the court’s order on
the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect to other aspects of that order. On August 30,
2022, the New York Supreme Court, Appellate Division, First Department affirmed in part and reversed in part the court’s order on
the motion to dismiss. On November 10, 2022, the First Department granted DBNTC and DBTCA’s motion for leave to appeal to the Court
of Appeals, and denied IKB’s separate motion for reargument and leave to appeal. On June 2, 2021, IKB filed a motion for re-argument
regarding certain aspects of the court’s order on the motion to dismiss, which the court denied on August 3, 2021. On May 13, 2021,
DBNTC and DBTCA filed an answer to the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice
all claims as to seven additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice
all claims as to one additional trust. On April 22, 2022, the parties filed a stipulation, voluntarily dismissing with prejudice all claims
as to 17 certificates at issue (including all claims as to 5 trusts), leaving 17 trusts at issue. Discovery is ongoing.



It is DBTCA’s belief that it has no pending legal proceedings (including,
based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability
to perform its duties under the related servicing agreement.

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 assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans 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 criteria 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. Exhibit and 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, Park Bridge Lender Services LLC, as
Operating Advisor and Deutsche Bank Trust Company Americas, as Trustee, Certificate Administrator, Paying Agent and Custodian (filed as
Exhibit 4 to the registrant’s Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 and
incorporated by reference herein).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | 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
| | ---- | -----------------------------------------------------

| | 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
| | ---- | -----------------------------------------------------

| | 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
| | ---- | ------------------------------------------------------------------

| | 99.1 | Mortgage Loan Purchase Agreement, dated
as of September 27, 2012, between UBS Real Estate Securities Inc. and UBS Commercial Mortgage Securitization Corp. (filed as Exhibit 99.1
to the registrant’s Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 and incorporated
by reference herein)
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.2 | Mortgage Loan Purchase Agreement, dated
as of September 27, 2012, between Barclays Bank PLC and UBS Commercial Mortgage Securitization Corp. (filed as Exhibit 99.2 to the registrant’s
Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 and incorporated by reference herein)
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.3 | Mortgage Loan Purchase Agreement, dated
as of September 27, 2012, between Archetype Mortgage Funding II LLC and UBS Commercial Mortgage Securitization Corp. (filed as Exhibit
99.3 to the registrant’s Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 and incorporated
by reference herein)
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.4 | Mortgage Loan Purchase Agreement, dated
as of September 27, 2012, between KeyBank National Association and UBS Commercial Mortgage Securitization Corp. (filed as Exhibit 99.4
to the registrant’s Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 and incorporated
by reference herein)
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.5 | Mortgage Loan Purchase Agreement, dated
as of September 27, 2012, between General Electric Capital Corporation and UBS Commercial Mortgage Securitization Corp. (filed as Exhibit
99.5 to the registrant’s Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 and incorporated
by reference herein)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.6 | Mortgage Loan Purchase Agreement, dated
as of September 27, 2012, between RAIT Partnership, L.P. and UBS Commercial Mortgage Securitization Corp. (filed as Exhibit 99.6 to the
registrant’s Current Report on Form 8-K filed on September 27, 2012 under Commission File No. 333-177354-03 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.

(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/ Nicholas Galeone

Nicholas Galeone, President

(senior officer in charge of securitization of the depositor)

Date: March 15, 2023

/s/ Andrew Lisa

Andrew Lisa, Director

Date: March 15, 2023