UTSTARCOM HOLDINGS CORP. — Director's Dealing 2008

Apr 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2008-03-31

Reporting Person: LU HONG LIANG (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-31	Common stock	A	300000	—	Acquired	2949880	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	229000	Indirect
Common Stock	115927	Indirect
Common Stock	14073	Indirect
Common Stock	5332	Indirect
Common Stock	5332	Indirect

Footnotes

F1: Shares of performance-based restricted stock subject to repurchase by the Company. Total number of shares earned shall be based on management performance objectives (MBOs) for fiscal year 2008 as approved by the Compensation Committee 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 2008 fiscal year end, subject to the grantee remaining a "service provider" (as defined in the 2006 Equity Incentive Plan) through such date. Following the determination of the number of shares earned, the shares shall vest 50% on February 27, 2009 and 50% on February 26, 2010.

F2: Shares registered in the name of the Lu Family Limited Partnership of which the reporting person is a general partner.

F3: Shares registered in the name of the Lu Charitable Remainder Trust of which the reporting person is trustee.

F4: Shares registered in the name of The Lu Family Trust of which the reporting person is trustee and of which the reporting person and his spouse are beneficiaries. The reporting person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.