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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Kahhale Pierre G
  2. Issuer Name and Ticker or Trading Symbol
Starent Networks, Corp. [STAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P. Worldwide Field Ops.
(Last)
(First)
(Middle)
30 INTERNATIONAL PLACE
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2009
(Street)

TEWKSBURY, MA 01876
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 (1) 12/18/2009   A   20,000 A $ 0 89,877 D  
Common Stock 12/18/2009   D   89,877 D (2) (3) 0 D  
Common Stock 12/18/2009   D   5,000 D (4) 0 I See Footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
ISO $ 0.3 12/18/2009   D     3,750   (6) 01/23/2013 Common Stock 3,750 (6) 0 D  
ISO $ 1.65 12/18/2009   D     90,000   (7) 04/18/2016 Common Stock 90,000 (7) 0 D  
NQSO $ 8.25 12/18/2009   D     11,342   (8) 04/13/2017 Common Stock 11,342 (8) 0 D  
ISO $ 8.25 12/18/2009   D     28,446   (9) 04/13/2017 Common Stock 28,446 (9) 0 D  
NQSO $ 12.97 12/18/2009   D     45,000   (10) 03/19/2018 Common Stock 45,000 (10) 0 D  
NQSO $ 16.11 12/18/2009   D     45,623   (11) 04/17/2019 Common Stock 45,623 (11) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kahhale Pierre G
30 INTERNATIONAL PLACE
TEWKSBURY, MA 01876
      V.P. Worldwide Field Ops.  

Signatures

 /s/ Pierre G. Kahhale   12/22/2009
**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) Grant of restricted stock unit award, each restricted stock unit representing the right to receive one share of issuer's common stock. These restricted stock units vest over four years, with 25% of the underlying shares vesting on each anniversary of the grant date.
(2) 55,833 shares of common stock were disposed of pursuant to the merger agreement between issuer and Cisco Systems, Inc. ("Cisco") in exchange for a cash payment of $1,954,155 ($35.00 per share) on the effective date of the merger. Two restricted stock unit awards for an aggregate of 34,044 were disposed of pursuant to the merger agreement between issuer and Cisco in exchange for two restricted stock unit awards for an aggregate of 49,902 shares of Cisco's common stock, which had a closing sales price as quoted on the NASDAQ Global Select Market of $23.33 per share on effective date of the merger. The restricted stock unit award for 29,316 shares of Cisco's common stock vests over four years, 25% on December 18, 2010 and an additional 25% each year thereafter, subject to the reporting person's continued service to the issuer or Cisco.(Continued in Footnote 3)
(3) The restricted stock unit award for 20,586 shares of Cisco's common stock vests over four years, 25% on April 17, 2010 and an additional 25% each year thereafter, subject to the reporting person's continued service to the issuer or Cisco.
(4) 5,000 shares of common stock were disposed of pursuant to the merger agreement in exchange for a cash payment of $175,000 ($35.00 per share) on the effective date of the merger.
(5) Represents shares of common stock held by The Kahhale Family Trust - 2007 dated March 12, 2007. Mr. Kahhale disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, if any.
(6) This fully vested option was assumed by Cisco in the merger and replaced with an option to purchase 5,496 shares of Cisco common stock for $0.21 per share.
(7) This option, which provided for vesting as to 25% of the underlying shares on January 1, 2007 and as to an additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 131,926 shares of Cisco common stock for $1.13 per share.
(8) This option, which provided for vesting as to 20% of the underlying shares on January 1, 2008 and as to an additional 5% of the underlying shares each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 16,625 shares of Cisco common stock for $5.63 per share.
(9) This option, which provided for vesting as to 20% of the underlying shares on January 1, 2008 and as to an additional 5% of the underlying shares each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 41,697 shares of Cisco common stock for $5.63 per share.
(10) This option, which provided for vesting as to 25% of the underlying shares on March 19, 2009 and as to an additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 65,963 shares of Cisco common stock for $8.85 per share.
(11) This option, which provided for vesting as to 25% of the underlying shares on April 17, 2010 and as to an additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 66,876 shares of Cisco common stock for $10.99 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.