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: Green Mark (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-29	Common stock	M	22857	—	Acquired	63923	Direct
2008-02-29	Common stock	M	91429	—	Acquired	155352	Direct
2008-03-03	Common Stock	S	10619	$2.4525	Disposed	144733	Direct
2008-03-03	Common Stock	S	37592	$2.4525	Disposed	107141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	Restricted Stock Units	$	A	110000	Acquired		Common Stock (110000)	Direct
2008-02-29	Restricted Stock Units	$	A	55000	Acquired		Common Stock (55000)	Direct
2008-02-29	Restricted stock units	$	M	22857	Disposed		Common stock (22857)	Direct
2008-02-29	Restricted stock units	$	M	91429	Disposed		Common stock (91429)	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 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.

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