SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kahhale Pierre G

(Last)

(First)

(Middle)

30 INTERNATIONAL PLACE

(Street)

TEWKSBURY

01876

(City)

(State)

(Zip)

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.

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2009

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

	/s/ Pierre G. Kahhale	12/22/2009
	** Signature of Reporting Person	Date
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