Edgar Filing: BARTON FRANCIS P

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARTON FRANCIS P

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)
Executive V.P. and CFO

(Last)

(First)

(Middle)

14720 MONTALVO ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2008

(Street)

SARATOGA, CA 95070

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/31/2008		A		300,000 ⁽¹⁾	A	$ 0	1,152,492	D

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted stock units

⁽²⁾

01/31/2008

115,000

⁽³⁾

Common stock

115,000

$ 0

115,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARTON FRANCIS P 14720 MONTALVO ROAD SARATOGA, CA 95070	X		Executive V.P. and CFO

Signatures

By Francis P. Barton		02/04/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock issued to Mr. Barton pursuant to the terms of his Retention Agreement with the Company dated November 30, 2007, as previously filed as Exhibit 10.2 to Form 8-K filed with the SEC on November 30, 2007. The Company's right of repurchase lapses with respect to 210,106 shares on November 30, 2009 and with respect to 89,894 shares on November 30, 2010. The Company's right of repurchase lapses as to 100% of the shares upon Mr. Barton's death or disability if he is a service provider to the Company at the time of such death or disability.
(2)	Each restricted stock unit represents a contingent right to receive one share of UTStarcom common stock.
(3)	The restricted stock units were issued to Mr. Barton pursuant to the terms of his Retention Agreement with the Company dated November 30, 2007, as previously filed as Exhibit 10.2 to Form 8-K filed with the SEC on November 30, 2007. The restricted stock units vest in full on November 30, 2010. The restricted stock units will vest in full upon Mr. Barton's death or disability if he is a service provider to the Company at the time of such death or disability.

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