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 *
BARROWS TIMOTHY A
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MATRIX PARTNERS, 1000 WINTER STREET, SUITE 4500
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2009
(Street)

WALTHAM, MA 02451
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   255,600 D (1) 0 D  
Common Stock 12/18/2009   D   1,750,920 D (2) 0 I See Footnote (3)
Common Stock 12/18/2009   D   596,264 D (4) 0 I See Footnote (5)
Common Stock 12/18/2009   D   241,558 D (6) 0 I See Footnote (7)
Common Stock 12/18/2009   D   411,977 D (8) 0 I See Footnote (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 $ 16.55 12/18/2009   D     7,068   (10) 06/21/2017 Common Stock 7,068 $ 18.45 0 D  
NQSO $ 15.59 12/18/2009   D     20,000   (11) 05/22/2018 Common Stock 20,000 $ 19.41 0 D  
NQSO $ 19.07 12/18/2009   D     6,583   (12) 05/21/2019 Common Stock 6,583 $ 15.93 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARROWS TIMOTHY A
C/O MATRIX PARTNERS
1000 WINTER STREET, SUITE 4500
WALTHAM, MA 02451
  X      

Signatures

 /s/ Timothy A. Barrows   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) Disposed of pursuant to the merger agreement between issuer and Cisco Systems, Inc. in exchange for a cash payment of $8,946,000 ($35.00 per share) on the effective date of the merger.
(2) Disposed of pursuant to the merger agreement in exchange for a cash payment of $61,282,200 ($35.00 per share) on the effective date of the merger.
(3) Represents securities owned solely by Matrix Partners VI, LP. Matrix VI Management Co., L.L.C. ("Matrix VI LLC") is the general partner of Matrix Partners VI, L.P. Timothy Barrows, as a Managing Member of Matrix VI LLC, has sole voting and dispostive power with respect to the shares held by those entities. Mr. Barrows disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(4) Disposed of pursuant to the merger agreement in exchange for a cash payment of $20,869,240 ($35.00 per share) on the effective date of the merger.
(5) Represents securities owned solely by Matrix VI Parallel Partnership-A, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-A, L.P. Timothy Barrows, as a Managing Member of Matrix VI LLC, has sole voting and dispostive power with respect to the shares held by those entities. Mr. Barrows disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(6) Disposed of pursuant to the merger agreement in exchange for a cash payment of $8,454,530 ($35.00 per share) on the effective date of the merger.
(7) Represents securities owned solely by Matrix VI Parallel Partnership-B, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-B, L.P. Timothy Barrows, as a Managing Member of Matrix VI LLC, has sole voting and dispostive power with respect to the shares held by those entities. Mr. Barrows disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(8) Disposed of pursuant to the merger agreement in exchange for a cash payment of $14,419,195 ($35.00 per share) on the effective date of the merger.
(9) Represents securities owned solely by Weston & Co. VI LLC, which is a nominee for certain beneficial owners. Mr. Barrows is authorized by the sole member of Weston & Co. VI LLC to take any action as directed by the underlying beneficial owners with respect to the shares held by this entity. Mr. Barrows disclaims beneficial ownership of such shares, except for those shares held by Weston & Co. VI LLC as nominee for him personally. Mr. Barrows has sole voting and/or investment control over only said shares held by Weston & Co. VI LLC as nominee for him personally. Mr. Barrows does not have sole or shared voting and/or investment control with respect to the other shares held by Weston & Co. VI LLC.
(10) This option, which provided for vesting as to 20% of the underlying shares on June 21, 2008 and as to an additional 5% each quarter thereafter, was canceled in the merger in exchange for a cash payment of $130,404.60, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share).
(11) This option, which provided for vesting as to 20% of the underlying shares on May 22, 2009 and as to an additional 5% each quarter thereafter, was canceled in the merger in exchange for a cash payment of $388,200, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share).
(12) This option, which provided for vesting as to 100% of the underlying shares on May 21, 2010, was canceled in the merger in exchange for a cash payment of $104,867.19, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share).

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