UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Starent Networks, Corp.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

85528P108

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
o		Rule 13d-1(c)
þ		Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		85528P108

CUSIP No.		85528P108

CUSIP No.		85528P108

CUSIP No.		85528P108

CUSIP No.		85528P108

CUSIP No.		85528P108

CUSIP No. 85528P108

Item 1(a)		Name of Issuer:
		Starent Networks, Corp.

Item 1(b)		Address of Issuer’s Principal Executive Offices:
		30 International Place Tewksbury, MA 01876

Item 2(a)		Name of Person Filing:
		NBVM GP, LLC (the “GP of the GP”)
		North Bridge Venture Management IV, L.P. (the “General Partner”)
		North Bridge Venture Partners IV A, L.P. (“IV A”)
		North Bridge Venture Partners IV B, L.P. (“IV B”)
		Edward T. Anderson (“Mr. Anderson”)
		Richard A. D’Amore (“Mr. D’Amore”)

Item 2(b)		Address of Principal Business Office or, if None, Residence:
		The address of the reporting persons is:
		c/o North Bridge Venture Partners
		950 Winter Street, Suite 4600
		Waltham, Massachusetts 02451

Item 2(c)	Citizenship:
	GP of the GP	Delaware limited liability company
	General Partner	Delaware limited partnership
	IV A	Delaware limited partnership
	IV B	Delaware limited partnership
	Mr. Anderson	U.S. citizen
	Mr. D’Amore	U.S. citizen

Item 2(d)		Title of Class of Securities:
		This Schedule 13G report relates to the Common Stock, par value $0.001 per share (“Common Stock”), of Starent Networks, Corp.

Item 2(e)		CUSIP Number:
		85528P108

Item 3		Description of Person Filing:
		Not applicable.

Item 4		Ownership:

	(a)		Amount Beneficially Owned:
			As of December 31, 2008: (i) IV A was the record holder of 7,144,649 shares of Common Stock (the “IV A Shares”), (ii) IV B was the record

CUSIP No. 85528P108

			holder of 3,398,072 shares of Common Stock (the “IV B Shares”; together with the IV A Shares, the “Record Shares”).
			As the general partner of IV A and IV B, the General Partner may be deemed to own beneficially the Record Shares.
			As the general partner of the General Partner, the GP of the GP may be deemed to own beneficially the Record Shares.
			Messrs. Anderson and D’Amore, as individual managers of the GP of the GP with shared voting and dispositive power over the Record Shares, may be deemed to beneficially own the Record Shares.
			As of December 31, 2008, Mr. Anderson was the record holder of 66,666 shares of Common Stock.
	(b)		Percent of Class:

GP of the GP			15.0	%
General Partner			15.0	%
IV A			10.2	%
IV B			4.8	%
Mr. Anderson			15.1	%
Mr. D’Amore			15.0	%

The ownership percentages above are based on an aggregate of 70,085,178 shares of Common Stock outstanding, as reported in the Issuer’s Annual Report on Form 10-Q for the quarter ended September 30, 2008.

(c)

Number of Shares as to which the Person has:

		NUMBER OF SHARES
Reporting Person		(i)				(ii)				(iii)				(iv)
GP of the GP			10,542,721				0				10,542,721				0
General Partner			10,542,721				0				10,542,721				0
IV A			7,144,649				0				7,144,649				0
IV B			3,398,072				0				3,398,072				0
Edward T. Anderson			66,666				10,542,721				66,666				10,542,721
Richard A. D’Amore			0				10,542,721				0				10,542,721

Item 5		Ownership of Five Percent or Less of a Class:
		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

CUSIP No. 85528P108

Item 6		Ownership of More than Five Percent on Behalf of Another Person:
		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
		Not applicable.

Item 8		Identification and Classification of Members of the Group:
		Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

Item 9		Notice of Dissolution of Group:
		Not applicable.

Item 10		Certification:
		Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

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SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 5, 2009.

		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager
		NORTH BRIDGE VENTURE MANAGEMENT IV, L.P.
		By:		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager
		NORTH BRIDGE VENTURE PARTNERS IV A, L.P.
		By:		North Bridge Venture Management IV, L.P.
		By:		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager
		NORTH BRIDGE VENTURE PARTNERS IV B, L.P.
		By:		North Bridge Venture Management IV, L.P.
		By:		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager

CUSIP No. 85528P108

				/s/ Edward T. Anderson
				EDWARD T. ANDERSON
				/s/ Richard A. D’Amore
				RICHARD A. D’AMORE

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Exhibit I

Joint Filing Agreement

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Starent Networks, Corp. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

     EXECUTED as of this 10^th day of March, 2008.

		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager
		NORTH BRIDGE VENTURE MANAGEMENT IV, L.P.
		By:		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager
		NORTH BRIDGE VENTURE PARTNERS IV A, L.P.
		By:		North Bridge Venture Management IV, L.P.
		By:		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager
		NORTH BRIDGE VENTURE PARTNERS IV B, L.P.
		By:		North Bridge Venture Management IV, L.P.
		By:		NBVM GP, LLC
		By:		/s/ Edward T. Anderson
		Name:		Edward T. Anderson
		Title:		Manager

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				/s/ Edward T. Anderson
				EDWARD T. ANDERSON
				/s/ Richard A. D’Amore
				RICHARD A. D’AMORE