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
X	Officer (give title below)	Other (specify below)
	CEO

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		66,771	A	$0	2,704,393	D
Common Stock	03/03/2008		S		54,513⁽⁷⁾	D	$2.4525	2,649,880	D
Common Stock								229,000	I⁽⁴⁾	By Partnership
Common Stock								115,927	I⁽⁵⁾	By Trust
Common Stock								14,073	I⁽⁶⁾	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⁾	02/29/2008		A		200,000		⁽²⁾	⁽²⁾	Common Stock	200,000	$0	200,000	D
Restricted Stock Units	⁽¹⁾	02/29/2008		A		33,333		⁽⁸⁾	⁽⁸⁾	Common Stock	33,333	$0	33,333	D
Restricted Stock Units	⁽¹⁾	02/29/2008		D			133,543	⁽³⁾	⁽³⁾	Common Stock	133,543	$0	133,543	D
Restricted Stock Units	⁽¹⁾	02/29/2008		M			66,771	⁽³⁾	⁽³⁾	Common Stock	66,771	$0	66,772	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 will vest in installments beginning: 25% on February 27, 2009; and 25% annually thereafter.

3. At its meeting on February 26, 2008, the Compensation Committee determined that Mr. Lu had earned 50% of the performance award granted him on November 30, 2007 based on achievement of management performance objectives for fiscal year 2007, and the remaining 50% of the award was cancelled. The earned portion of the award vests 50% on February 29, 2008 and February 27, 2009.

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

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

6. 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.

7. Shares sold to cover tax withholding obligation with respect to vesting of restricted stock and restricted stock units; funds were remitted to the Company with respect thereto.

8. Vests in full on February 27, 2009.

	By Francis P. Barton, as Attorney-in-Fact on behalf of Hong Liang Lu	03/05/2008
	** 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.
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