COUSINS PROPERTIES INC — Director's Dealing 2014

Feb 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2014-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-30	Common Stock	A	30710	—	Acquired	425550	Direct
2014-01-30	Common Stock	F	4465	$10.75	Disposed	421085	Direct
2014-01-31	Common Stock	F	29151	$10.75	Disposed	391934	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: Award of restricted stock shares under the Cousins Properties Incorporated (CPI) 2009 Incentive Stock Plan. These shares will vest equally over three years on each anniversary date of the grant. 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: Includes 250,798 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: Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the 2009 Incentive Stock Plan.

F4: Includes 238,234 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.

F5: Includes 152,918 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.