SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LU HONG LIANG

(Last)

(First)

(Middle)

1275 HARBOR BAY PARKWAY

SUITE 100

(Street)

ALAMEDA

94502

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UTSTARCOM INC [ UTSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2009		M		33,333	A	$0	2,964,366⁽⁵⁾	D
Common Stock	02/27/2009		M		66,772	A	$0	3,031,138	D
Common Stock	02/27/2009		D		150,000	D	$0	3,181,138	D
Common Stock	02/27/2009		A		50,000⁽⁹⁾	A	$0	3,231,138	D
Common Stock	03/02/2009		S		20,085	D	$0.93⁽¹⁰⁾	3,211,053	D
Common Stock	03/03/2009		S		39,758	D	$0.78⁽¹¹⁾	3,171,295	D
Common Stock								229,000⁽⁶⁾	I⁽⁶⁾	By Partnership
Common Stock								91,275	I⁽⁷⁾	By Trust
Common Stock								38,725	I⁽⁸⁾	By Trust
Common Stock								5,332	I	By Daughter
Common Stock								5,332	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/27/2009		A		88,061		⁽²⁾	⁽²⁾	Common Stock	88,061	$0	88,061	D
Restricted Stock Units	⁽¹⁾	02/27/2009		A		176,121		⁽³⁾	⁽³⁾	Common Stock	176,121	$0	176,121	D
Restricted Stock Units	⁽¹⁾	02/27/2009		M			33,333	⁽⁴⁾	⁽⁴⁾	Common Stock	33,333	$0	0	D
Restricted Stock Units	⁽¹⁾	02/27/2009		M			66,772	⁽⁴⁾	⁽⁴⁾	Common Stock	66,772	$0	0	D

Explanation of Responses:

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

2. 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.

3. 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.

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

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

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

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

8. 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.

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

10. 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.

11. 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.

	/s/ Susan Marsch as Attorney-in-Fact on behalf of Hong Liang Lu	03/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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