COHEN & STEERS, INC. — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHEN & STEERS INC (CNS)
CIK: 0001284812
Period of Report: 2012-01-31

Reporting Person: Doucette Bernard Matthew (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	A	2650	—	Acquired	15039	Direct
2012-01-31	Common Stock	F	1430	$33.86	Disposed	13609	Direct

Footnotes

F1: Includes 2,120 restricted stock units (RSUs) mandatorily deferred by CNS from the reporting persons annual incentive performance bonus, plus 530 RSUs granted to the reporting person as a company match on such deferral. Dividends paid on CNS common stock are reflected in additional RSUs on such deferred and matching RSUs. The deferred and matching RSUs vest ratably over four years, and the dividend RSUs vest on the fourth anniversary of the grant.

F2: Represents the withholding by Cohen & Steers of a sufficient number of shares of common stock to satisfy the reporting persons tax obligations upon the vesting and delivery of previously reported restricted stock units.