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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

King David AJ

(Last)

(First)

(Middle)

C/O UTSTARCOM, INC.,

1275 HARBOR BAY PARKWAY

(Street)

ALAMEDA

95402

(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)
	SVP, Int'l Sales & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2008

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	02/29/2008		M		28,736	A	$0	74,269	D
Common stock	02/29/2008		M		103,448	A	$0	177,717	D
Common Stock	03/03/2008		S		42,533⁽⁶⁾	D	$2.4525	135,184	D
Common Stock	03/03/2008		S		12,716⁽⁶⁾	D	$2.4525	122,468	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)
Restricted Stock Units	⁽¹⁾	02/29/2008		A		110,000		⁽²⁾	⁽²⁾	Common Stock	110,000	$0	110,000	D
Restricted Stock Units	⁽¹⁾	02/29/2008		A		55,000		⁽³⁾	⁽³⁾	Common Stock	55,000	$0	55,000	D
Restricted stock units	⁽¹⁾	02/29/2008		M			103,448	⁽⁴⁾	⁽⁴⁾	Common stock	103,448	$0	126,437	D
Restricted stock units	⁽¹⁾	02/29/2008		M			28,736	⁽⁵⁾	⁽⁵⁾	Common stock	28,736	$0	86,207	D
Restricted Stock Unit	⁽¹⁾	02/29/2008		D			22,989	⁽⁷⁾	⁽⁷⁾	Common Stock	22,989	$0	103,448	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 two equal annual installments beginning: 50% on February 27, 2009; and 50% on February 26, 2010.

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

4. The restricted stock units vest 50% on February 29, 2008 and 50% on February 27, 2009.

5. The restricted stock units vest 25% on each of February 28, 2008, February 27, 2009, February 26, 2010 and February 28, 2011.

6. Shares sold to cover tax withholding obligation and funds remitted to the Company with respect thereto

7. The reporting person agreed to a 10% cancellation of restricted stock units granted to him on November 30, 2007.

	By Francis P. Barton, as Attorney-in-Fact on behalf of David A.J. King	03/04/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.