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^*

Shields John F

(Last)

(First)

(Middle)

C/O ACME PACKET, INC.

71 THIRD AVENUE

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2009

3. Issuer Name and Ticker or Trading Symbol
ACME PACKET INC [ APKT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Manufacturing Operations

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	38,022	D

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)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	8,333	⁽²⁾	D
Stock Option (right-to-buy)	⁽³⁾	12/23/2015	Common Stock	50,000	$1	D
Stock Option (right-to-buy)	⁽⁴⁾	11/23/2015	Common Stock	5,937	$0.85	D
Stock Option (right-to-buy)	⁽⁵⁾	05/18/2015	Common Stock	2,708	$0.65	D
Stock Option (right-to-buy)	⁽⁶⁾	02/10/2016	Common Stock	40,000	$4.35	D
Stock Option (right-to-buy)	⁽⁷⁾	02/12/2015	Common Stock	12,500	$7.58	D

Explanation of Responses:

1. Fifty percent (50%) of the shares underlying the restricted stock units vest in three equal annual installments, which vesting commenced on February 12, 2009 and will become fully vested on February 12, 2011 and the other fifty percent (50%) of the shares vest upon the completion of certain performance criteria met on or by December 31, 2009.

2. Each restricted stock unit represents a contingent right to receive one share of Acme Packet, Inc. common stock.

3. Twenty-five percent of the shares underlying the option vested on December 23, 2006, and the balance of the shares vest in equal monthly installments beginning on January 31, 2006 and ending on December 31, 2009.

4. Twenty-five percent of the shares underlying the option vested on November 23, 2006, and the balance of the shares vest in equal monthly installments beginning on December 31, 2006 and ending on November 30, 2009.

5. Twenty-five percent of the shares underlying the option vested on May 18, 2006, and the balance of the shares vest in equal monthly installments beginning on June 30, 2006 and ending on May 31, 2009.

6. Twenty-five percent of the shares underlying the option will vest on February 10, 2010, and the balance of the shares vest in twelve (12) quarterly installments on the first day of the first calendar quarter beginning on April 1, 2010 and ending on February 10, 2013.

7. Twenty-five percent of the shares underlying the option vested on February 12, 2009, and the balance of the shares vest in twelve (12) quarterly installments on the first day of the first calendar quarter beginning on April 1, 2009 and ending on February 12, 2012.

	/s/ Peter Minihane, as Attorney-in-Fact	04/06/2009
	** 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 Number.