COUSINS PROPERTIES INC — Director's Dealing 2008

Dec 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2008-12-09

Reporting Person: Smith Bruce E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-09	Common Stock	F	1283	$12.63	Disposed	23956	Direct
2008-12-09	Common Stock	M	361	—	Acquired	24317	Direct
2008-12-09	Common Stock	D	361	$12.63	Disposed	23956	Direct
2008-12-11	Common Stock	M	1373	—	Acquired	25329	Direct
2008-12-11	Common Stock	D	1373	$11.17	Disposed	23956	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-09	Phantom Stock	$	M	361	Disposed	2009-12-09	Common Stock (361)	Direct
2008-12-11	Phantom Stock	$	M	1373	Disposed	2010-12-11	Common Stock (1373)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10231	Indirect

Footnotes

F1: Restricted stock units were granted under the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the 2005 RSU Plan) and have vested as to 25% of the total units granted. As required under the 2005 RSU Plan, the vested units were settled for cash from CPI. Each restricted stock unit is the economic equivalent of one share of CPI common stock.

F2: Includes 3,899 shares of restricted stock awarded under the CPI 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant, and CPI will hold these shares until such shares become vested. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment.

F3: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.

F4: Award of restricted stock units under the 2005 RSU Plan. Each unit represents a right to receive a payment in cash equal to the fair market value of one share of CPI's common stock as of the date payment is due under the plan. These units will vest 25% per year on each anniversary date of the grant, with units being 100% vested in year 4 of the grant term. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends but will not have shareholder rights. All unvested shares will forfeit upon termination of employment.

F5: Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the 1999 Incentive Stock Plan.