UTSTARCOM HOLDINGS CORP. — Director's Dealing 2008

Mar 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BARTON FRANCIS P (Director, Executive V.P. and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-29	Common Stock	M	33586	—	Acquired	1186078	Direct
2008-02-29	Common Stock	M	11195	—	Acquired	1197273	Direct
2008-02-29	Common Stock	S	4611	$2.4525	Disposed	1192662	Direct
2008-02-29	Common Stock	S	13814	$2.4526	Disposed	1178848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	Restricted Stock Units	$	A	123333	Acquired		Common Stock (123333)	Direct
2008-02-29	Restricted Stock Units	$	A	61667	Acquired		Common Stock (61667)	Direct
2008-02-29	Restricted Stock Units	$	M	11195	Acquired		Common Stock (11195)	Direct
2008-02-29	Restricted Stock Unit	$	D	22390	Disposed		Common Stock (22390)	Direct
2008-02-29	Restricted Stock Units	$	M	33586	Acquired		Common Stock (33586)	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 two equal annual installments beginning: 50% on February 27, 2009; and 50% on February 26, 2010.

F3: The restricted stock units will vest in installments beginning: 25% on February 27, 2009; and 25% annually thereafter.

F4: The restricted stock units vest 25% on each of February 28, 2008, February 27, 2009, February 26,2010 and February 28, 2011.

F5: The restricted stock units vest 50% on February 29, 2008 and 50% on February 27, 2009.

F6: Shares sold to cover tax withholding obligation and funds remitted to the Company with respect thereto

F7: The reporting person agreed to a 25% cancellation of restricted stock units granted to him on November 30, 2007.