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: STONE R DARY (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-16	Common Stock	A	1852	$7.73	Acquired	146227	Direct
2009-09-16	Common Stock	A	40	$7.73	Acquired	3221	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: Includes 4,215 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.