X0303 4 2009-10-15 0 0001096788 KNOLOGY INC KNOL 0000909661 FARALLON CAPITAL MANAGEMENT LLC ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001340990 Farallon Capital Offshore Investors II, 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% 0001245638 DUHAMEL WILLIAM F 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% 0001245637 FRIED RICHARD B 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% 0001453077 Hirsch Daniel J. 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% 0001245636 LANDRY MONICA R 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% 0001373249 Leone Davide 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% 0001384996 MacMahon Douglas M 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 2009-10-15 4 S 0 586 10.80 D 7788 D Common Stock, par value $0.01 per share 756733 D Common Stock, par value $0.01 per share 2009-10-15 4 S 0 19667 10.80 D 1596887 I See Footnotes Common Stock, par value $0.01 per share 2014475 I See Foonotes Common Stock, par value $0.01 per share 3611362 I See Footnotes Common Stock, par value $0.01 per share 2009-10-15 4 S 0 4398 10.80 D 58413 D Common Stock, par value $0.01 per share 2009-10-15 4 S 0 3618 10.80 D 48047 D Common Stock, par value $0.01 per share 2009-10-15 4 S 0 5958 10.80 D 79128 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 and any statements included herein 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 in 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"). The amount of securities shown in this row is, in the aggregate, owned directly by one or more discretionary accounts (the "Managed Accounts"), two of which have a parent-wholly owned subsidiary relationship, managed by Farallon Capital Management, L.L.C. ("FCMLLC"). As the registered investment adviser to the Managed Accounts, FCMLLC may be deemed to be a 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 or noted 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, in the aggregate, owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II (collectively, the "Partnerships"). As the general partner of each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be a beneficial owner of the Issuer's securities held by the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted 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, in the aggregate, owned directly by the Partnerships and the Managed Accounts. Each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Davide Leone, 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 the Partnerships or the Managed Accounts. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her 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/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Farallon Capital Management, L.L.C. and Farallon Capital Offshore Investors II, L.P. 2009-10-19 /s/ Monica R. Landry for herself and as attorney-in-fact and/or authorized signer for each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Davide Leone and Douglas M. MacMahon. 2009-10-19 . 2009-10-19 . 2009-10-19 . 2009-10-19 . 2009-10-19 . 2009-10-19 . 2009-10-19