Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
CISCO SYSTEMS INC
2. Date of Event Requiring Statement (MM/DD/YYYY) 10/12/2009
3. Issuer Name and Ticker or Trading Symbol
Starent Networks, Corp. [STAR]

(Last)        (First)        (Middle)
170 WEST TASMAN DRIVE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
SAN JOSE, CA 95134

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 13615467 ⁽¹⁾ I See footnote ⁽²⁾

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Stock Option (Right to Buy) ⁽³⁾ 6/20/2017 Common Stock 12720 $16.55 I See footnote ⁽²⁾

Stock Option (Right to Buy) ⁽³⁾ 5/21/2018 Common Stock 24000 $15.59 I See footnote ⁽²⁾

Stock Option (Right to Buy) ⁽³⁾ 7/25/2015 Common Stock 466666 $1.82 I See footnote ⁽²⁾

Stock Option (Right to Buy) ⁽³⁾ 12/13/2016 Common Stock 45832 $5.13 I See footnote ⁽²⁾

Stock Option (Right to Buy) ⁽³⁾ 3/18/2018 Common Stock 75000 $12.97 I See footnote ⁽²⁾

Stock Option (Right to Buy) ⁽³⁾ 4/12/2017 Common Stock 55000 $8.25 I See footnote ⁽²⁾

Stock Option (Right to Buy) ⁽³⁾ 9/28/2016 Common Stock 349999 $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.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

CISCO SYSTEMS INC
170 WEST TASMAN DRIVE
SAN JOSE, CA 95134
X

Signatures

/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.

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.

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	13615467 ⁽¹⁾	I	See footnote ⁽²⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	6/20/2017	Common Stock	12720	$16.55	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	5/21/2018	Common Stock	24000	$15.59	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	7/25/2015	Common Stock	466666	$1.82	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	12/13/2016	Common Stock	45832	$5.13	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	3/18/2018	Common Stock	75000	$12.97	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	4/12/2017	Common Stock	55000	$8.25	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	9/28/2016	Common Stock	349999	$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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CISCO SYSTEMS INC 170 WEST TASMAN DRIVE SAN JOSE, CA 95134		X

Signatures
/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.
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.