COUSINS PROPERTIES INC — Director's Dealing 2013

Jun 7, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2013-05-30

Reporting Person: Connolly Michael Colin (Chief Investment Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11132	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0	2014-09-14	Common Stock (20000)		Direct

Footnotes

F1: Includes 9,764 of restricted stock awarded under the Cousins Properties Incorporated (CPI) 2009 Incentive Stock Plan. 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 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. 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.