UTSTARCOM HOLDINGS CORP. — Director's Dealing 2007

Dec 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2007-11-30

Reporting Person: King David AJ (SVP, Int'l Sales & Marketing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-11-30	Restricted Stock Units	$	A	114943	Acquired		Common Stock (114943)	Direct
2007-11-30	Restricted Stock Units	$	A	229885	Acquired		Common Stock (229885)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of UTStarcom common stock.

F2: The restricted stock units vest in four equal annual installments beginning: 25% on February 29, 2008; 25% on February 27, 2009; 25% on February 26, 2010; and 25% on February 28, 2011.

F3: Total number of shares earned shall be based on management performance objectives for fiscal year 2007 as approved by the Compensation Committee in April 2007 on the date that the Compensation Committee determines, in its sole discretion, that such MBOs have been achieved, with the Compensation Committee's determination to be made as soon as administratively practicable following the 2007 fiscal year end, subject to the grantee remaining a "service provider" (as defined in the 2006 EIP) through such date. Following the determination of the number of shares earned, the shares shall vest 50% on February 29, 2008 and 50% on February 27, 2009. 50% on February 29, 2008 and 50% on February 27, 2009.