FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KNOLOGY INC [ KNOL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 1,500 | A | $15.78 | 770,161 | D(1)(2)(3) | |||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 1,800 | A | $15.78 | 771,961 | D(1)(2)(3) | |||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 1,800 | A | $15.78 | 612,214 | D(1)(2)(4) | |||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 2,100 | A | $15.78 | 614,314 | D(1)(2)(4) | |||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 200 | A | $15.78 | 65,088 | D(1)(2)(5) | |||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 200 | A | $15.78 | 65,288 | D(1)(2)(5) | |||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 100 | A | $15.78 | 53,675 | D(1)(2)(6) | |||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 100 | A | $15.78 | 53,775 | D(1)(2)(6) | |||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 100 | A | $15.78 | 24,579 | D(1)(2)(7) | |||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 100 | A | $15.78 | 24,679 | D(1)(2)(7) | |||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 2,800 | A | $15.78 | 910,547 | D(1)(2)(8) | |||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 3,200 | A | $15.78 | 913,747 | D(1)(2)(8) | |||
Common Stock, par value $0.01 per share | 10/19/2007 | P | 6,500 | A | $15.78 | 1,938,307 | I | See Footnotes(1)(2)(9) | ||
Common Stock, par value $0.01 per share | 10/22/2007 | P | 7,500 | A | $15.78 | 1,945,807 | I | See Footnotes(1)(2)(9) | ||
Common Stock, par value $0.01 per share | 2,436,264 | I | See Footnotes(1)(2)(10) | |||||||
Common Stock, par value $0.01 per share | 2,443,764 | I | See Footnotes(1)(2)(10) | |||||||
Common Stock, par value $0.01 per share | 4,374,571 | I | See Footnotes(1)(2)(11)(12) | |||||||
Common Stock, par value $0.01 per share | 4,389,571 | I | See Footnotes(1)(2)(11)(12) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. 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. |
3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). |
4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). |
5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). |
6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). |
7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). |
8. The amount of securities in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II"). |
9. 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. |
10. 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. |
11. 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. |
12. 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). | 10/23/2007 | |
/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. | 10/23/2007 | |
. | 10/23/2007 | |
. | 10/23/2007 | |
. | 10/23/2007 | |
. | 10/23/2007 | |
** 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 4 (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. |