COUSINS PROPERTIES INC — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2011-03-01

Reporting Person: STONE R DARY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	F	349	$8.26	Disposed	150366	Direct
2011-03-01	Common Stock	M	6143	—	Acquired	156509	Direct
2011-03-01	Common Stock	D	6143	$8.47	Disposed	150366	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Phantom Stock	$	M	6143	Disposed	2013-02-16	Common Stock (6143)	Direct
2011-03-02	Phantom Stock	$	A	401	Acquired	2014-03-02	Common Stock (401)	Direct
2011-03-02	Stock Options (Right to Buy)	$8.21	A	1019	Acquired	2021-03-02	Common Stock (1019)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3339	Indirect

Footnotes

F1: Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the 1999 Incentive Stock Plan. Per Mr. Stone's resignation agreement, unvested restricted shares vested on March 1, 2011.

F2: Restricted stock units were granted under the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan. Per Mr. Stone's resignation agreement, unvested restricted stock units vested on March 1, 2011.

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 100% on the third anniversary of the grant date. Unforfeited shares held prior to vesting will earn dividends paid annually but will not have shareholder rights. All unvested shares will forfeit upon separation from service as a member of the Board.

F4: These options were granted under the 2009 Incentive Stock Plan. These options are fully vested on the grant date. 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.