SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CISCO SYSTEMS INC

(Last)

(First)

(Middle)

170 WEST TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

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

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

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 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 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⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	06/20/2017	Common Stock	12,720	$16.55	I	See footnote⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	05/21/2018	Common Stock	24,000	$15.59	I	See footnote⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	07/25/2015	Common Stock	466,666	$1.82	I	See footnote⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	12/13/2016	Common Stock	45,832	$5.13	I	See footnote⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	03/18/2018	Common Stock	75,000	$12.97	I	See footnote⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	04/12/2017	Common Stock	55,000	$8.25	I	See footnote⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	09/28/2016	Common Stock	349,999	$1.65	I	See footnote⁽²⁾

Explanation of Responses:

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.

	/s/ Frank A. Calderoni, Executive Vice President & Chief Financial Officer	10/22/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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