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: BLACKMORE PETER (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock	M	42500	—	Acquired	1072771	Direct
2009-02-27	Common Stock	M	21250	—	Acquired	1094021	Direct
2009-03-02	Common Stock	S	7241	$.93	Disposed	1086780	Direct
2009-03-03	Common Stock	S	14333	$.78	Disposed	1072447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Restricted Stock Units	$	A	112364	Acquired		Common Stock (112364)	Direct
2009-02-27	Restricted Stock Units	$	A	224727	Acquired		Common Stock (224727)	Direct
2009-02-27	Restricted Stock Units	$	M	42500	Disposed		Common Stock (42500)	Direct
2009-02-27	Restricted Stock Units	$	M	21250	Disposed		Common Stock (21250)	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 25% annually thereafter, subject to Mr. Blackmore's continued service to the Company through each applicable vesting date.

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

F4: At its meeting on February 18, 2009, the Compensation Committee determined that Mr. Blackmore had earned 50% of the performance award granted him on February 29, 2008 based on achievement of management performance objectives for fiscal year 2008, and the remaining 50% of the award was cancelled. The earned portion of the award vests 50% on February 27, 2009 and February 26, 2010.

F5: The restricted stock units vest in installments beginning: 25% on February 27, 2009; and 25% annually thereafter.

F6: Includes 2500 shares acquired on May 17, 2008 and 2270 shares acquired on November 19, 2008 under the UTStarcom, Inc. employee stock purchase plan.

F7: The 7,241 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.

F8: The 14,333 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.