X0202 4 2007-12-28 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 2007-12-28 4 P 0 4200 12.54 A 820461 D Common Stock, par value $0.01 per share 2007-12-31 4 P 0 1200 12.72 A 821661 D Common Stock, par value $0.01 per share 2007-12-28 4 P 0 4200 12.54 A 676614 D Common Stock, par value $0.01 per share 2007-12-31 4 P 0 1200 12.72 A 677814 D Common Stock, par value $0.01 per share 2007-12-28 4 P 0 100 12.54 A 68688 D Common Stock, par value $0.01 per share 2007-12-28 4 P 0 200 12.54 A 58075 D Common Stock, par value $0.01 per share 2007-12-31 4 P 0 100 12.72 A 58175 D Common Stock, par value $0.01 per share 2007-12-28 4 P 0 200 12.54 A 27479 D Common Stock, par value $0.01 per share 2007-12-31 4 P 0 100 12.72 A 27579 D Common Stock, par value $0.01 per share 2007-12-28 4 P 0 6500 12.54 A 1029347 D Common Stock, par value $0.01 per share 2007-12-31 4 P 0 1500 12.72 A 1030847 D Common Stock, par value $0.01 per share 2007-12-28 4 P 0 16200 12.54 A 2239711 I See Footnotes Common Stock, par value $0.01 per share 2007-12-31 4 P 0 3800 12.72 A 2243511 I See Footnotes Common Stock, par value $0.01 per share 2680664 I See Footnotes Common Stock, par value $0.01 per share 2684764 I See Footnotes Common Stock, par value $0.01 per share 4920375 I See Footnotes Common Stock, par value $0.01 per share 4928275 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 and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing two additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s"). 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 the Parallel 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 Section 16 under the Securities Exchange Act of 1934, as amended (the "'34 Act"), 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 December 28, 2007 and December 31, 2007, respectively. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Section 16 under 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 December 28, 2007 and December 31, 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 Section 16 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). 2008-01-02 /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 2008-01-02 . 2008-01-02 . 2008-01-02 . 2008-01-02 . 2008-01-02