COUSINS PROPERTIES INC — Director's Dealing 2013

Jun 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2013-05-31

Reporting Person: PAYNE WILLIAM PORTER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-31	Common Stock	A	4604	$10.86	Acquired	111059.8632	Direct
2013-05-31	Common Stock	A	5102	$9.80	Acquired	116161.8632	Direct
2013-06-01	Common Stock	M	595	—	Acquired	116756.8632	Direct
2013-06-01	Common Stock	D	595	$10.86	Disposed	116161.8632	Direct
2013-06-01	Common Stock	M	2546	—	Acquired	118707.8632	Direct
2013-06-01	Common Stock	D	2546	$10.86	Disposed	116161.8632	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-01	Phantom Stock	$	M	595	Disposed	2013-06-01	Common Stock (595)	Direct
2013-06-01	Phantom Stock	$	M	2546	Disposed	2013-06-01	Common Stock (2546)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2001	Indirect

Footnotes

F1: Half of the 2013-2014 director annual retainer was paid in stock under the Cousins Properties Incorporated 2009 Incentive Stock Plan. For the purpose of determining the number of shares granted, the value of the Corporation's common stock is equal to the average closing price on each trading day during the 30 calendar day period ending May 31, 2013.

F2: Stock granted in lieu of cash for director's fees under the Cousins Properties Incorporated 2009 Incentive Stock Plan (2009 Plan). Under the 2009 Plan, the price is 95% of the closing price on the day of issuance.

F3: Restricted stock units were granted under the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the 2005 RSU Plan) and have vested as to 25% of the total units granted. As required under the 2005 RSU Plan, the vested units were settled for cash from CPI. Each restricted stock unit is the economic equivalent of one share of CPI common stock.

F4: Restricted stock units were granted under the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the 2005 RSU Plan) and have vested as to 100% of the total units granted. As required under the 2005 RSU Plan, the vested units were settled for cash from CPI. Each restricted stock unit is the economic equivalent of one share of CPI common stock.

F5: 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 separation from service as a member of the Board.

F6: 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.