COUSINS PROPERTIES INC — Director's Dealing 2008

Sep 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2008-09-22

Reporting Person: MURPHY JOEL T (SVP-President Retail Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-22	Common Stock	M	38500	$15.8	Acquired	82232	Direct
2008-09-22	Common Stock	S	38500	$27.0903	Disposed	43732	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-22	Stock Options (Right to buy)	$15.8	M	38500	Disposed	2009-12-14	Common Stock (38500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5497	Indirect

Footnotes

F2: The sale of 38,500 shares consisted the following prices: 2,223 Shares-$ 27, 23,400 Shares-$ 27.06, 2,300 Shares-$ 27.07, 2,100 Shares-$ 27.08, 800 Shares-$ 27.09, 400 Shares-$ 27.1, 580 Shares-$ 27.11, 1,400 Shares-$ 27.18, 700 Shares-$ 27.19, 300 Shares-$ 27.2, 500 Shares-$ 27.21, 400 Shares-$ 27.22, 800 Shares-$ 27.24, 1,597 Shares-$ 27.28, 1,000 Shares-$ 27.29.

F5: On September 16, 2003, November 19, 2004, and November 25, 2006 the number of options beneficially owned and the corresponding exercise prices were adjusted due to the payment of a special dividend. The number of options outstanding increased by approximately 7.4% and the exercise price decreased by approximately 6.9% for the September 16, 2003 special dividend. The number of options outstanding increased by approximately 22.24% and the exercise price decreased by approximately 18.19% for the November 19, 2004 special dividend. The number of options outstanding increased by approximately 9.87% and the exercise price decreased by approximately 8.98% for the November 25, 2006 special dividend.

F4: These options were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan. These options will vest 20% per year on the anniversary of the grant date, with shares being 100% vested in year 5 of the grant term. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

F3: Represents the shares held in the Company's Profit Sharing Plan in a self-directed account.

F1: Includes 10,898 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.