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: LU HONG LIANG (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock	M	33333	—	Acquired	2964366	Direct
2009-02-27	Common Stock	M	66772	—	Acquired	3031138	Direct
2009-02-27	Common Stock	D	150000	—	Disposed	3181138	Direct
2009-02-27	Common Stock	A	50000	—	Acquired	3231138	Direct
2009-03-02	Common Stock	S	20085	$.93	Disposed	3211053	Direct
2009-03-03	Common Stock	S	39758	$.78	Disposed	3171295	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Restricted Stock Units	$	A	88061	Acquired		Common Stock (88061)	Direct
2009-02-27	Restricted Stock Units	$	A	176121	Acquired		Common Stock (176121)	Direct
2009-02-27	Restricted Stock Units	$	M	33333	Disposed		Common Stock (33333)	Direct
2009-02-27	Restricted Stock Units	$	M	66772	Disposed		Common Stock (66772)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	229000	Indirect
Common Stock	91275	Indirect
Common Stock	38725	Indirect
Common Stock	5332	Indirect
Common Stock	5332	Indirect

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 Lu'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. Lu's continued service to the Company through each applicable vesting date.

F4: The resticted stock units vested in full on February 27, 2009.

F5: Includes 2500 shares acquired on May 17, 2008 and 2500 shares acquired on November 19, 2008 under the UTStarcom, Inc. employee stock purchase plan.

F6: Shares registered in the name of the Lu Family Limited Partnership of which the reporting person is a general partner.

F7: Shares registered in the name of the Lu Charitable Remainder Trust of which the reporting person is trustee.

F8: Shares registered in the name of the Lu Family Trust of which the reporting person is trustee and of which the reporting person and his spouse are beneficiaries. The reporting person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.

F9: The resticted stock vests as to 25,000 shares on each of February 27, 2009 and February 26, 2010.

F10: The 20,085 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.

F11: The 39,758 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.