COUSINS PROPERTIES INC — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2017-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-02	Common Stock	F	6704	$8.58	Disposed	497186	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 77,792 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: The share balance includes a value adjustment pertaining to restricted stock awarded under the Cousins Properties Incorporated (CPI) 2009 Incentive Stock Plans which adjustments were made in connection with the spin-off of Parkway, Inc. as that spin-off is more fully described on Form 8-K filed with the Securities and Exchange Commission on October 11, 2016.