Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LU HONG LIANG
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)
(Last)          (First)          (Middle)

1275 HARBOR BAY PARKWAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

9/2/2009
(Street)

ALAMEDA, CA 94502
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/2/2009     M    88061   A $0   3142893   (3) D    
Common Stock   9/2/2009     M    176121   A $0   3319014   D    
Common Stock   9/2/2009     M    25000   A $0   3344014   D    
Common Stock   9/2/2009     M    150000   A $0   3494014   D    
Common Stock                  229000   (4) I   (4) By Partnership  
Common Stock                  80775   I   (5) By Trust  
Common Stock                  49225   I   (6) By Trust  
Common Stock                  5332   I   By Daughter  
Common Stock                  5332   I   By Son  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 9/2/2009     M         88061      (2)   (2) Common Stock   88061   $0   0   D    
Restricted Stock Units     (1) 9/2/2009     M         176121      (2)   (2) Common Stock   176121   $0   0   D    
Restricted Stock Units     (1) 9/2/2009     M         25000      (2)   (2) Common Stock   25000   $0   0   D    
Restricted Stock Units     (1) 9/2/2009     M         150000      (2)   (2) Common Stock   150000   $0   0   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of UTStarcom common stock.
( 2)  Vesting accelerated in full effective September 2, 2009 pursuant to the change of control/involuntary termination severance agreement between reporting person and the Company.
( 3)  Includes 2500 shares acquired on May 23, 2009 under the UTStarcom, Inc. employee stock purchase plan.
( 4)  Shares registered in the name of the Lu Family Limited Partnership of which the reporting person is a 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LU HONG LIANG
1275 HARBOR BAY PARKWAY
SUITE 100
ALAMEDA, CA 94502
X



Signatures
/s/ Viraj Patel, as Attorney-in-Fact on behalf of Hong Liang Lu 9/4/2009
** 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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