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 *
Schoener Anthony P
  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. Engineering
(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   G   6,000 D $ 0 171,634 D  
Common Stock 12/18/2009   D   171,634 D (1) 0 D  
Common Stock 12/18/2009   D   43,000 D (2) 0 I See Footnote (3)

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     5,000   (4) 01/23/2013 Common Stock 5,000 (4) 0 D  
NQSO $ 1.65 12/18/2009   D     19,508   (5) 07/26/2015 Common Stock 19,500 (5) 0 D  
ISO $ 1.65 12/18/2009   D     85,492   (6) 07/26/2015 Common Stock 85,492 (6) 0 D  
NQSO $ 1.65 12/18/2009   D     17,708   (7) 09/29/2016 Common Stock 17,708 (7) 0 D  
ISO $ 1.65 12/18/2009   D     65,624   (8) 09/29/2016 Common Stock 65,624 (8) 0 D  
NQSO $ 8.25 12/18/2009   D     9,333   (9) 04/13/2017 Common Stock 9,333 (9) 0 D  
ISO $ 8.25 12/18/2009   D     17,333   (10) 04/13/2017 Common Stock 17,333 (10) 0 D  
NQSO $ 12.97 12/18/2009   D     75,000   (11) 03/19/2018 Common Stock 75,000 (11) 0 D  
NQSO $ 16.11 12/18/2009   D     50,788   (12) 04/17/2019 Common Stock 50,788 (12) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Schoener Anthony P
30 INTERNATIONAL PLACE
TEWKSBURY, MA 01876
      V.P. Engineering  

Signatures

 /s/ Anthony P. Schoener   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) 156,000 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 $5,460,000 ($35.00 per share) on the effective date of the merger. A restricted stock unit award for 15,634 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 22,917 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) 43,000 shares of common stock were disposed of pursuant to the merger agreement in exchange for a cash payment of $1,505,000 ($35.00 per share) on the effective date of the merger.
(3) Consists of 36,000 securities held beneficially by The Anthony P. Schoener Grantor Retained Annuity Trust-2007 and 7,000 shares held beneficially by The Schoener Family Irrevocable Trust dtd 05/21/07, Kathleen Schoener and Karen Schoener, Trustees. Mr. Schoener disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest, if any.
(4) This fully vested option was assumed by Cisco in the merger and replaced with an option to purchase 7,329 shares of Cisco common stock for $0.21 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 28,595 shares of Cisco common stock for $1.13 per share, 19,290 vested shares of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger.
(6) 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 125,318 shares of Cisco common stock for $1.13 per share.
(7) 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 25,957 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.
(8) 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 96,194 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.
(9) 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 13,680 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.
(10) 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 25,407 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.
(11) 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 109,938 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.
(12) 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 74,447 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.