COUSINS PROPERTIES INC — Director's Dealing 2013

Feb 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2013-02-14

Reporting Person: GELLERSTEDT LAWRENCE L III (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-14	Common Stock	F	5642	$9.22	Disposed	413450	Direct
2013-02-15	Common Stock	F	18610	$9.34	Disposed	394840	Direct
2013-02-16	Common Stock	M	3730	$8.9425	Acquired	398570	Direct
2013-02-16	Common Stock	D	3730	$8.9425	Disposed	394840	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-16	Phantom Stock	$	M	3730	Disposed	2013-02-16	Common Stock (3730)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1665	Indirect
Common Stock	50	Indirect
Common Stock	500	Indirect
Common Stock	1000	Indirect

Footnotes

F1: Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the 2009 Incentive Stock Plan.

F2: Includes 258,898 restricted stock awarded under the Cousins Properties Incorporated (CPI) 2009 Incentive Stock Plans. 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.

F3: Includes 220,088 restricted stock awarded under the Cousins Properties Incorporated (CPI) 2009 Incentive Stock Plans. 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.

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 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.

F5: Award of restricted stock units under the Cousins Properties Incorporated (CPI) 2005 Restricted Stock Unit 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.