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: Green Mark (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock	M	41250	—	Acquired	80315	Direct
2009-02-27	Common Stock	M	13750	—	Acquired	94065	Direct
2009-02-27	Common Stock	M	22857	—	Acquired	116922	Direct
2009-02-27	Common Stock	M	91429	—	Acquired	208351	Direct
2009-03-02	Common Stock	S	9511	$.93	Disposed	198840	Direct
2009-03-03	Common Stock	S	18827	$.78	Disposed	180013	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Restricted Stock Units	$	M	41250	Disposed		Common Stock (41250)	Direct
2009-02-27	Restricted Stock Units	$	M	13750	Disposed		Common Stock (13750)	Direct
2009-02-27	Restricted Stock Units	$	M	22857	Disposed		Common Stock (22857)	Direct
2009-02-27	Restricted Stock Units	$	M	91429	Disposed		Common Stock (91429)	Direct
2009-02-27	Restricted Stock Units	$	A	60899	Acquired		Common Stock (60899)	Direct
2009-02-27	Restricted Stock Units	$	A	121778	Acquired		Common Stock (121778)	Direct

Footnotes

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

F2: At its meeting on February 18, 2009, the Compensation Committee determined that Mr. Green had earned 75% of the performance award granted him on February 29, 2008 based on achievement of management performance objectives for fiscal year 2008, and the remaining 25% of the award was cancelled. The earned portion of the award vests 50% on February 27, 2009 and February 26, 2010.

F3: The restricted stock units will vest in installments beginning 25% on February 27, 2009; and 25% annually thereafter.

F4: The restricted stock units vest as to 22857 shares on each of February 27, 2009; Feburary 26, 2010; and February 28, 2011.

F5: The remaining restricted stock units vested on February 27, 2009.

F6: The restricted stock units vest in installments beginning: 25% on February 26, 2010; and 25% annually thereafter, subject to Mr. Green's continued service to the Company through each applicable vesting date.

F7: The restricted stock units vest as follows: 50% of the shares shall vest on February 26, 2010 and February 28, 2011, subject to Mr. Green's continued service to the Company through each applicable vesting date.

F8: The 9,511 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.

F9: The 18,827 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.