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^*

SOPHIE MICHAEL J

(Last)

(First)

(Middle)

UTSTARCOM, INC.

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP of Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004

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	01/02/2004		M		67	A	$9.38	4,069	D
Common Stock	01/02/2004		M		1,667	A	$15	5,736	D
Common Stock	01/02/2004		M		1,597	A	$12.5	7,333	D
Common Stock	01/02/2004		M		4,587	A	$20.25	11,920	D
Common Stock	01/02/2004		M		1,921	A	$15.72	13,841	D
Common Stock	01/02/2004		S⁽¹⁾		9,839	D	$38.7474	4,002	D

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)
Employee Stock Option (right to buy)	$9.38	01/02/2004		M			67	12/27/2000⁽²⁾	12/27/2009	Common Stock	67	$0	246,450	D
Employee Stock Option (right to buy)	$15	01/02/2004		M			1,667	10/18/2001⁽³⁾	10/18/2010	Common Stock	1,667	$0	244,783	D
Employee Stock Option (right to buy)	$12.5	01/02/2004		M			1,597	12/21/2001⁽⁴⁾	12/21/2010	Common Stock	1,597	$0.00	243,186	D
Employee Stock Option (right to buy)	$20.25	01/02/2004		M			4,587	02/28/2003⁽⁵⁾	02/28/2012	Common Stock	4,587	$0	238,599	D
Employee Stock Option (right to buy)	$15.72	01/02/2004		M			1,921	07/25/2003⁽⁶⁾	07/25/2012	Common Stock	1,921	$0	236,678	D

Explanation of Responses:

1. This trade was executed pursuant to Rule 10b5-1 trading plans that were adopted on November 18, 2002 and July 31, 2003.

2. Vesting Schedule: 1/4 after one year; 1/36 per month thereafter for the remaining shares.

3. Vesting Schedule: 1/4 after one year from 10/18/00, 1/36 per month thereafter for the remaining shares.

4. Vesting Schedule: 1/4 after one year from 12/21/00, 1/36 per month thereafter for the remaining shares.

5. Vesting Schedule: 1/4 after one year from 2/28/02, 1/36 per month thereafter for the remaining shares.

6. Vesting Schedule: 1/4 after one year from 7/25/02, 1/36 per month thereafter for the remaining shares.

	By Su Ping Lu, as Attorney-in-Fact on behalf of Michael J. Sophie	01/06/2004
	** 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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