UTSTARCOM HOLDINGS CORP. — Director's Dealing 2007

Nov 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2007-10-31

Reporting Person: BLACKMORE PETER (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-10-31	Common Stock	A	900000	—	Acquired	900000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-10-31	Restricted Stock Units	$	A	350000	Acquired		Common Stock (350000)	Direct
2007-10-31	Employee Stock Option (right to buy)	$3.20	A	750000	Acquired	2014-10-31	Common Stock (750000)	Direct

Footnotes

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

F2: The restricted stock units vest as follows: 25% of the shares will vest on each of July 2, 2008, 2009, 2010 and 2011, subject to Mr. Blackmore's continued service to the Company through each applicable vesting date. The RSUs will vest in full in the event of Mr. Blackmore's death or disability.

F3: Options to purchase shares of common stock of the Company vest as follows: 25% of the options will vest on October 31, 2008 and the remaining options will vest 1/36th each month thereafter, subject to Mr. Blackmore's continued service to the Company through each applicable vesting date. The options will vest in full in the event of Mr. Blackmore's death or disability.