COUSINS PROPERTIES INC — Director's Dealing 2009

Jun 9, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2009-06-05

Reporting Person: Harris John D Jr (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-05	Common Stock	A	46	$9.213	Acquired	2806	Direct

Footnotes

F1: Shares of common stock acquired as a result of the elective stock dividend paid on June 5, 2009. Shareholders elected, pursuant to the terms of the Prospectus Supplement filed May 6, 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 $0.1536 of the $0.25 dividend in stock. The value of the shares distributed is $9.213 per share which were valued at the average closing price on May 28, 29 and June 1 pursuant to the terms of the Supplement.

F2: Includes 1,164 restricted stock awarded under the Cousins Properties Incorporated (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.