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 *
DAHOD ASHRAF
  2. Issuer Name and Ticker or Trading Symbol
Starent Networks, Corp. [STAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(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 12/18/2009   D   1,365,358 D (1) 0 D  
Common Stock 12/18/2009   D   4,530,423 D (2) 0 I See Footnote (3)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQSO $ 1.82 12/18/2009   D     340,733   (4) 07/26/2010 Common Stock 340,733 (4) 0 D  
ISO $ 1.82 12/18/2009   D     125,933   (5) 07/26/2010 Common Stock 125,933 (5) 0 D  
NQSO $ 1.65 12/18/2009   D     466,666   (6) 09/29/2016 Common Stock 466,666 (6) 0 D  
NQSO $ 8.25 12/18/2009   D     100,000   (7) 04/13/2017 Common Stock 100,000 (7) 0 D  
NQSO $ 12.97 12/18/2009   D     200,000   (8) 03/19/2018 Common Stock 200,000 (8) 0 D  
NQSO $ 16.11 12/18/2009   D     95,500   (9) 04/17/2019 Common Stock 95,500 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAHOD ASHRAF
30 INTERNATIONAL PLACE
TEWKSBURY, MA 01876
  X     President & CEO  

Signatures

 /s/ Paul J. Milbury, Attorney-in-Fact   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) 1,335,358 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 $46,737,530 ($35.00 per share), of which $36,708,700 was payable on the date of the merger and of which $10,028,830 will be subject to vesting and paid in equal monthly installments over 24 months from the date of the merger. A restricted stock unit award for 30,000 shares of common stock was disposed of pursuant to the merger agreement between issuer and Cisco in exchange for a restricted stock unit award for 43,975 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.
(2) 4,530,423 shares of common stock were disposed of pursuant to the merger agreement in exchange for a cash payment of $158,564,805 ($35.00 per share) on the effective date of the merger.
(3) Consists of 4,240,319 securities beneficially held by Nooril-Iman, LP., 267,092 shares of common stock held by Mr. Dahod's wife, Shamin Dahod and 23,012 securities beneficially held by Nooril-Iman Management, LLC. Mr. Dahod disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(4) This option, which provided for vesting as to 25% of the underlying shares on January 1, 2006 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 499,462 shares of Cisco common stock for $1.25 per share.
(5) This option, which provided for vesting as to 25% of the underlying shares on January 1, 2006 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 184,598 shares of Cisco common stock for $1.25 per share.
(6) This option, which provided for vesting as to 25% of the underlying shares on September 29, 2007 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 684,060 shares of Cisco common stock for $1.13 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger.
(7) This option, which provided for vesting as to 20% of the underlying shares on January 1, 2008 and an as to additional 5% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 146,584 shares of Cisco common stock for $5.63 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger.
(8) This option, which provided for vesting as to 25% of the underlying shares on March 19, 2009 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 293,169 shares of Cisco common stock for $8.85 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger.
(9) This option, which provided for vesting as to 25% of the underlying shares on April 17, 2010 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 139,988 shares of Cisco common stock for $10.99 per share.

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