UTSTARCOM HOLDINGS CORP. — Director's Dealing 2009

Mar 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2009-02-27

Reporting Person: Marsch Susan (SVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock	M	10000	—	Acquired	19235	Direct
2009-02-27	Common Stock	M	30000	—	Acquired	49235	Direct
2009-03-02	Common Stock	S	2565	$.93	Disposed	46670	Direct
2009-03-03	Common Stock	S	5077	$.78	Disposed	41593	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Restricted Stock Units	$	A	33333	Acquired		Common Stock (33333)	Direct
2009-02-27	Restricted Stock Units	$	A	66667	Acquired		Common Stock (66667)	Direct
2009-02-27	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2009-02-27	Restricted Stock Units	$	M	30000	Disposed		Common Stock (30000)	Direct

Footnotes

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

F2: The restricted stock units vest in installments beginning: 25% on February 26, 2010; and annually thereafter.

F3: The restricted stock units vest as follows: 50% of the shares shall vest on February 26, 2010 and February 28, 2011, subject to Ms. Marsch's continued service to the Company through each applicable vesting date.

F4: The restricted stock units vest as to 10,000 shares on each of February 27, 2009, February 26, 2010 and February 28, 2011.

F5: The restricted stock units vest as to 25% of the shares on each of February 27, 2009, February 26, 2010, February 28, 2011 and February 29, 2012.

F6: The 2,565 shares were sold through separate trades, with the sale prices ranging from $0.860 to $1.00, and at a weighted average sale price of $.9292. 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.

F7: The 5,077 shares were sold through separate trades, with the sale prices ranging from $0.750 to $0.862, and at a weighted average sale price of $0.7773. 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.