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: King David AJ (SVP, Int'l Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-29	Common stock	M	28736	—	Acquired	74269	Direct
2008-02-29	Common stock	M	103448	—	Acquired	177717	Direct
2008-03-03	Common Stock	S	42533	$2.4525	Disposed	135184	Direct
2008-03-03	Common Stock	S	12716	$2.4525	Disposed	122468	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	103448	Disposed		Common stock (103448)	Direct
2008-02-29	Restricted stock units	$	M	28736	Disposed		Common stock (28736)	Direct
2008-02-29	Restricted Stock Unit	$	D	22989	Disposed		Common Stock (22989)	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 50% on February 29, 2008 and 50% on February 27, 2009.

F5: The restricted stock units vest 25% on each of February 28, 2008, February 27, 2009, February 26, 2010 and February 28, 2011.

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

F7: The reporting person agreed to a 10% cancellation of restricted stock units granted to him on November 30, 2007.