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: Patel Viraj J (Int CFO, VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock	M	30000	—	Acquired	123603	Direct
2009-02-27	Common Stock	M	7500	—	Acquired	131103	Direct
2009-02-27	Common Stock	M	60715	—	Acquired	191818	Direct
2009-02-27	Common Stock	M	15178	—	Acquired	206996	Direct
2009-03-02	Common Stock	S	6670	$.93	Disposed	200326	Direct
2009-03-03	Common Stock	S	13203	$.78	Disposed	187123	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Restricted Stock Units	$	A	18646	Acquired		Common Stock (18646)	Direct
2009-02-27	Restricted Stock Units	$	A	37293	Acquired		Common Stock (37293)	Direct
2009-02-27	Restricted Stock Units	$	M	30000	Disposed		Common Stock (30000)	Direct
2009-02-27	Restricted Stock Units	$	M	7500	Disposed		Common Stock (7500)	Direct
2009-02-27	Restricted Stock Units	$	M	60715	Disposed		Common Stock (60715)	Direct
2009-02-27	Restricted Stock Units	$	M	15178	Disposed		Common Stock (15178)	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 installments beginning: 25% on February 26, 2010; and 25% annually thereafter, subject to Mr. Patel's continued service to the Company through each applicable vesting date.

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

F4: The restricted stock units vest in two equal annual installments beginning: 50% on February 27, 2009; and 50% on February 26, 2010.

F5: The restricted stock units vest 25% on each of February 27, 2009 and 25% annually thereafter.

F6: The remaining restricted stock units vested on February 27, 2009.

F7: The remaining restricted stock units vest in equal amounts on each of February 27, 2009, February 26, 2010 and February 29, 2011.

F8: Includes 2500 shares acquired on November 19, 2008 and 2500 shares acquired on January 28, 2009 under the UTStarcom, Inc. employee stock purchase plan.

F9: The 6,670 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 $0.9292. 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.

F10: The 13,203 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.