COUSINS PROPERTIES INC — Director's Dealing 2010

Feb 19, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2010-02-16

Reporting Person: MCCOLL JOHN S (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69016	Direct
Common Stock	13943.83	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$	2010-12-11	Common Stock (1181)		Direct
Phantom Stock	$	2011-12-11	Common Stock (1354)		Direct
Phantom Stock	$0	2013-02-16	Common Stock (5484)		Direct
Stock Options (Right to Buy)	$16.44	2012-11-19	Common Stock (1521)		Direct
Stock Options (Right to Buy)	$16.44	2012-11-19	Common Stock (9658)		Direct
Stock Options (Right to Buy)	$22.49	2013-12-10	Common Stock (12489)		Direct
Stock Options (Right to Buy)	$28.44	2014-12-08	Common Stock (28015)		Direct
Stock Options (Right to Buy)	$26.11	2015-12-09	Common Stock (19775)		Direct
Stock Options (Right to Buy)	$36.00	2016-12-11	Common Stock (21972)		Direct
Stock Options (Right to Buy)	$24.27	2017-12-09	Common Stock (23600)		Direct
Stock Options (Right to Buy)	$8.35	2019-02-16	Common Stock (24570)		Direct
Stock Options (Right to Buy)	$7.02	2020-02-15	Common Stock (17472)		Direct

Footnotes

F1: Includes 10,104 shares of restricted stock awarded under the CPI 2009 Incentive Stock Plan. These shares will cliff vest based on continued service on 2/15/2013. 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.

F2: 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.

F3: Award of restricted stock units under Cousins Properties Incorporated (CPI) 2005 Restricted Stock Unit Plan. Each unit represents a right to receive a payment in cash equal to the average of the closing price of CPI's common stock on each trading day during the 30 day period ending on 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. Unforfeited shares held prior to vesting will earn dividends paid annually but will not have shareholder rights. All unvested shares will forfeit upon termination of employment.

F4: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.

F5: These options were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan. The options will vest 25% per year on each anniversary date of the grant, with shares being 100% vested in year 4 of the grant term.

F6: These options were granted under the 1999 Incentive Stock Plan. These options will vest 25% per year on each anniversary date of the grant, with shares being 100% vested in year 4 of the grant term. The reporting person may, as an alternative to exercising the stock option right to purchase CPI stock, elect to exercise the related Stock Appreciation Right (SAR). The exercise of the SAR allows the reporting person to receive the number of whole shares of CPI stock equal to the difference between the fair market value of the stock on the date of exercise and the option price.

F7: These options were granted under the 2009 Incentive Stock Plan. These options will vest 25% per year on each anniversary of the grant date, with shares being 100% vested in year 4 of the grant term. The reporting person may, as an alternative to exercising the stock option right to purchase the full allotment of CPI stock, elect a cashless exercise. The cashless exercise allows the reporting person to receive the number of whole shares of CPI stock equal to the difference between the fair market value of the stock on the date of exercise and the option price.