COUSINS PROPERTIES INC — Director's Dealing 2009

Dec 15, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2009-12-11

Reporting Person: STONE R DARY (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-11	Common Stock	M	1373	—	Acquired	147084	Direct
2009-12-11	Common Stock	D	1373	$7.48	Disposed	145711	Direct
2009-12-11	Common Stock	A	1155	$7.2733	Acquired	146866	Direct
2009-12-11	Common Stock	A	25	$7.2733	Acquired	3246	Indirect

Derivative Transactions

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

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 2,274 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 of common stock acquired as a result of the elective stock dividend paid on December 11, 2009. Shareholders elected, pursuant to the terms of the Prospectus Supplement filed November 5, 2009 ("Supplement"), to receive the dividend in all or partial stock. If all stock was elected, shareholders received their entire dividend in stock. If partial stock was elected, shareholders received approximately $0.0575 of the $0.09 dividend in stock. The value of the shares distributed is $7.2733 per share which were valued at the average closing price on December 1, 2, and 3, 2009 pursuant to the terms of the Supplement.

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.