UTSTARCOM HOLDINGS CORP. — Director's Dealing 2009

Aug 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2009-07-31

Reporting Person: BLACKMORE PETER (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-31	Common Stock	M	87500	—	Acquired	1119511	Direct
2009-07-31	Common Stock	S	113158	$1.72	Disposed	1006353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-31	Restricted Stock Units	$	M	87500	Disposed		Common Stock (87500)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Company common stock.

F2: The remaining restricted stock units vest as follows: 87,500 shares on July 31, 2010 and 87,500 shares on July 31, 2011, subject to Mr. Blackmore's continued service to the Company through each applicable vesting date. The RSUs will vest in full in the event of Mr. Blackmore's death or disability.

F3: Includes 2500 shares acquired on May 23, 2009 under the UTStarcom, Inc. employee stock purchase plan.

F4: Shares sold to cover tax withholding obligation with respect to vesting of restricted stock and restricted stock units. The 113,158 shares were sold through separate trades, with the sale prices ranging from $1.70 to $1.77, and at a weighted average sale price of $1.7236. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.