Edgar Filing: Starent Networks, Corp.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â CISCO SYSTEMS INC

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2009

3. Issuer Name and Ticker or Trading Symbol
Starent Networks, Corp. [STAR]

(Last)

(First)

(Middle)

170 WEST TASMAN DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN JOSE,Â CAÂ 95134

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,615,467 ⁽¹⁾	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	Â ⁽³⁾	06/20/2017	Common Stock	12,720	$ 16.55	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	Â ⁽³⁾	05/21/2018	Common Stock	24,000	$ 15.59	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	Â ⁽³⁾	07/25/2015	Common Stock	466,666	$ 1.82	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	Â ⁽³⁾	12/13/2016	Common Stock	45,832	$ 5.13	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	Â ⁽³⁾	03/18/2018	Common Stock	75,000	$ 12.97	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	Â ⁽³⁾	04/12/2017	Common Stock	55,000	$ 8.25	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	Â ⁽³⁾	09/28/2016	Common Stock	349,999	$ 1.65	I	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CISCO SYSTEMS INC 170 WEST TASMAN DRIVE SAN JOSE,Â CAÂ 95134	Â	Â X	Â	Â

Signatures

/s/ Frank A. Calderoni, Executive Vice President & Chief Financial Officer		10/22/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Includes 62,502 shares beneficially owned by the Stockholders as of October 9, 2009 that are subject to repurchase by the Issuer.
(2)	The Reporting Person has entered into voting agreements (the "Voting Agreements"), dated October 12, 2009, with certain stockholders of the Issuer (the "Stockholders"), which provide the Reporting Person with a limited right to vote each of the 14,644,684 shares of the Issuer's common stock beneficially owned by the Stockholders and shares of the Issuer's common stock with respect to which the Stockholders thereafter acquire beneficial ownership in matters related to a proposed merger between the Issuer and a wholly-owned subsidiary of the Reporting Person. The Reporting Person expressly disclaims beneficial ownership of these shares. The form of Voting Agreement is incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K dated October 12, 2009 and filed by the Issuer with the Securities and Exchange Commission on October 14, 2009.
(3)	Reflects shares issuable upon exercise of options exercisable within 60 days of October 9, 2009.

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