X0303 4 2009-07-15 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% 0001451926 Farallon FCP, Ltd. 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% 0001451925 Farallon FCIP, Ltd. C/O FARALLON CAPITAL MANGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001452356 Farallon FCOI II, Ltd. 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 622771 D Common Stock, par value $0.01 per share 512260 D Common Stock, par value $0.01 per share 68788 D Common Stock, par value $0.01 per share 46135 D Common Stock, par value $0.01 per share 2009-07-15 4 S 0 2800 7.95 D 15359 D Common Stock, par value $0.01 per share 2009-07-16 4 S 0 2400 8.05 D 12959 D Common Stock, par value $0.01 per share 756733 D Common Stock, par value $0.01 per share 2009-07-15 4 S 0 93100 7.95 D 1852209 I See Footnotes Common Stock, par value $0.01 per share 2009-07-16 4 S 0 83300 8.05 D 1768909 I See Footnotes Common Stock, par value $0.01 per share 2019646 I See Foonotes Common Stock, par value $0.01 per share 3788555 I See Footnotes Common Stock, par value $0.01 per share 2009-07-15 4 S 0 20800 7.95 D 115620 D Common Stock, par value $0.01 per share 2009-07-16 4 S 0 18700 8.05 D 96920 D Common Stock, par value $0.01 per share 2009-07-15 4 S 0 17100 7.95 D 95054 D Common Stock, par value $0.01 per share 2009-07-16 4 S 0 15300 8.05 D 79754 D Common Stock, par value $0.01 per share 2009-07-15 4 S 0 28200 7.95 D 156604 D Common Stock, par value $0.01 per share 2009-07-16 4 S 0 25300 8.05 D 131304 D 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 date hereof 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 shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II"). Farallon Capital Management, L.L.C. ("FCMLLC") manages certain discretionary accounts (the "Managed Accounts"), two of which have a parent-wholly owned subsidiary relationship. The amount of securities shown in this row is owned directly by the Managed Accounts. As the registered investment adviser to the Managed Accounts, FCMLLC may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Accounts. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any. 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. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of 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 Accounts. Each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Richard H. Voon 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 of FPLLC and FCMLLC with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships and the Managed Accounts. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of their pecuniary interest, if any. The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust"). The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust"). The amount of securities shown in this row is owned directly by Farallon FCOI II Ltd. (the "FCOI II Trust" and, together with the FCP Trust and the FCIP Trust, the "Farallon Trusts"). FPLLC is a trustee of each of the Farallon Trusts. FPLLC has no direct or indirect pecuniary interest in the securities held by the Farallon Trusts. /s/ Mark C. Wehrly as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C. 2009-07-17 /s/ Mark C. Wehrly as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C, solely in its capacity as a trustee of each of Farallon FCP, Ltd., Farallon FCIP, Ltd. and Farallon FCOI II, Ltd. 2009-07-17 /s/ Mark C. Wehrly as attorney-in-fact and/or authorized signed for each of Stephan L. Millham, Jason E. Moment, Ashish H. Pant and Rajiv A. Patel. 2009-07-17 . 2009-07-17 . 2009-07-17 . 2009-07-17 . 2009-07-17 . 2009-07-17