X0202 4 2007-10-19 0 0001096788 KNOLOGY INC KNOL 0001040153 FARALLON PARTNERS L L C/CA C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000886687 FARALLON CAPITAL INSTITUTIONAL PARTNERS L P C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245633 MILLHAM STEPHEN L C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001348541 Moment Jason E C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001405852 Pant Ashish H C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001275110 PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.01 per share 2007-10-19 4 P 0 1500 15.78 A 770161 D Common Stock, par value $0.01 per share 2007-10-22 4 P 0 1800 15.78 A 771961 D Common Stock, par value $0.01 per share 2007-10-19 4 P 0 1800 15.78 A 612214 D Common Stock, par value $0.01 per share 2007-10-22 4 P 0 2100 15.78 A 614314 D Common Stock, par value $0.01 per share 2007-10-19 4 P 0 200 15.78 A 65088 D Common Stock, par value $0.01 per share 2007-10-22 4 P 0 200 15.78 A 65288 D Common Stock, par value $0.01 per share 2007-10-19 4 P 0 100 15.78 A 53675 D Common Stock, par value $0.01 per share 2007-10-22 4 P 0 100 15.78 A 53775 D Common Stock, par value $0.01 per share 2007-10-19 4 P 0 100 15.78 A 24579 D Common Stock, par value $0.01 per share 2007-10-22 4 P 0 100 15.78 A 24679 D Common Stock, par value $0.01 per share 2007-10-19 4 P 0 2800 15.78 A 910547 D Common Stock, par value $0.01 per share 2007-10-22 4 P 0 3200 15.78 A 913747 D Common Stock, par value $0.01 per share 2007-10-19 4 P 0 6500 15.78 A 1938307 I See Footnotes Common Stock, par value $0.01 per share 2007-10-22 4 P 0 7500 15.78 A 1945807 I See Footnotes Common Stock, par value $0.01 per share 2436264 I See Footnotes Common Stock, par value $0.01 per share 2443764 I See Footnotes Common Stock, par value $0.01 per share 4374571 I See Footnotes Common Stock, par value $0.01 per share 4389571 I See Footnotes The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (3) and (5) through (9) of this Form 4 and William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly, each as listed in footnote (11) of this Form 4, are filing separate Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the transactions described in this Form 4 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4s. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II"). The amount of securities shown in this row is owned directly by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary account, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the '34 Act, as amended, or otherwise. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships. The amount of securities shown in this row represents FPLLC's aggregate deemed beneficial ownership of securities of the Issuer as of October 19, 2007 and October 22, 2007, respectively. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships. The amount of securities shown in this row is owned directly by either the Partnerships or the Managed Account. Each of William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a Managing Member or a Senior Managing Member, with the power to exercise investment discretion, of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (8) of this Form 4 and by the Managed Account as referenced in footnote (9) of this Form 4. The amount of securities in this row represents the Managing Members' and the Senior Managing Member's aggregate deemed beneficial ownership of securities of the Issuer as of October 19, 2007 and October 22, 2007, respectively. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of FPLLC and the reporting person listed in footnote (4). 2007-10-23 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of Stephen L. Millham, Jason E. Moment, Ashish H. Pant and Rajiv A. Patel. 2007-10-23 . 2007-10-23 . 2007-10-23 . 2007-10-23 . 2007-10-23