COUSINS PROPERTIES INC — Director's Dealing 2009

Sep 16, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2009-09-16

Reporting Person: COUSINS THOMAS G (Director Emeritus, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-16	Common Stock	A	94953	$7.73	Acquired	7494535	Direct
2009-09-16	Common Stock	A	2824	$7.73	Acquired	222974	Indirect
2009-09-16	Common Stock	A	5315	$7.73	Acquired	419579	Indirect
2009-09-16	Common Stock	A	9128	$7.73	Acquired	720514	Indirect

Footnotes

F1: Shares of common stock acquired as a result of the elective stock dividend paid on September 16, 2009. Shareholders elected, pursuant to the terms of the Prospectus Supplement filed August 12, 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 $0.099 of the $0.15 dividend in stock. The value of the shares distributed is $7.73 per share which were valued at the average closing price on September 1, 2 and 8, 2009 pursuant to the terms of the Supplement.

F2: Shares held by a grantor trust under instrument dated December 28, 1988.

F3: Shares held by a limited partnership in which the partners are a limited liability company and a charitable lead annuity trust. The LLC members include the reporting person, the reporting person's wife and the reporting person's daughter. The reporting person disclaims beneficial interest in any shares to the extent he has no pecuniary interest.

F4: Shares held by the reporting person's wife. Reporting person disclaims all beneficial ownership of his wife's shares.