UTSTARCOM HOLDINGS CORP. — Director's Dealing 2008

Mar 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2008-02-29

Reporting Person: LU HONG LIANG (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-29	Common stock	M	66771	—	Acquired	2704393	Direct
2008-03-03	Common Stock	S	54513	$2.4525	Disposed	2649880	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	Restricted Stock Units	$	A	200000	Acquired		Common Stock (200000)	Direct
2008-02-29	Restricted Stock Units	$	A	33333	Acquired		Common Stock (33333)	Direct
2008-02-29	Restricted Stock Units	$	D	133543	Disposed		Common Stock (133543)	Direct
2008-02-29	Restricted Stock Units	$	M	66771	Disposed		Common Stock (66771)	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: Each restricted stock unit represents a contingent right to receive one share of UTStarcom common stock.

F2: The restricted stock units will vest in installments beginning: 25% on February 27, 2009; and 25% annually thereafter.

F3: At its meeting on February 26, 2008, the Compensation Committee determined that Mr. Lu had earned 50% of the performance award granted him on November 30, 2007 based on achievement of management performance objectives for fiscal year 2007, and the remaining 50% of the award was cancelled. The earned portion of the award vests 50% on February 29, 2008 and February 27, 2009.

F4: Shares registered in the name of the Lu Family Limited Partnership of which the reporting person is general partner.

F5: Shares registered in the name of the Lu Charitable Remainder Trust of which the reporting person is trustee.

F6: 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.

F7: Shares sold to cover tax withholding obligation with respect to vesting of restricted stock and restricted stock units; funds were remitted to the Company with respect thereto.

F8: Vests in full on February 27, 2009.