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* BLACKMORE PETER (Last) (First) (Middle) C/O UTSTARCOM, INC., 1275 HARBOR BAY PARKWAY (Street) ALAMEDA CA 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 & President
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2009		M		42,500	A	$0	1,072,771(6)	D
Common Stock	02/27/2009		M		21,250	A	$0	1,094,021	D
Common Stock	03/02/2009		S		7,241	D	$0.93(7)	1,086,780	D
Common Stock	03/03/2009		S		14,333	D	$0.78(8)	1,072,447	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/27/2009		A		112,364		(2)	(2)	Common Stock	112,364	$0	112,364	D
Restricted Stock Units	(1)	02/27/2009		A		224,727		(3)	(3)	Common Stock	224,727	$0	224,727	D
Restricted Stock Units	(1)	02/27/2009		M			42,500	(4)	(4)	Common Stock	42,500	$0	42,500	D
Restricted Stock Units	(1)	02/27/2009		M			21,250	(5)	(5)	Common Stock	21,250	$0	63,750	D

Explanation of Responses:

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

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

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

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

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

6. Includes 2500 shares acquired on May 17, 2008 and 2270 shares acquired on November 19, 2008 under the UTStarcom, Inc. employee stock purchase plan.

7. The 7,241 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.

8. The 14,333 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.

	Peter Blackmore	03/03/2009
	** Signature of Reporting Person	Date
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* 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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