FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COUSINS PROPERTIES INC [ CUZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/26/2004 | M | 80,558 | A | $9.7754 | 7,606,788(1) | D | |||
Common Stock | 08/26/2004 | M | 80,558 | A | $11.1719 | 7,687,346(1) | D | |||
Common Stock | 08/26/2004 | M | 120,836 | A | $14.2753 | 7,808,182(1) | D | |||
Common Stock | 08/26/2004 | M | 201,396 | A | $18.7751 | 8,009,578(1) | D | |||
Common Stock | 08/26/2004 | M | 201,396 | A | $18.8527 | 8,210,974(1) | D | |||
Common Stock | 08/26/2004 | M | 116,808 | A | $25.9516 | 8,327,782(1) | D | |||
Common Stock | 572,316(2) | I | See Footnote 2 | |||||||
Common Stock | 690,034(3) | I | See Footnote 3 | |||||||
Common Stock | 216,540(4) | I | See Footnote 4 | |||||||
Common Stock | 407,471(5) | I | See Footnote 5 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to buy) | $9.7754 | 08/26/2004 | M | 80,558 | 11/22/1995 | 11/22/2004 | Common Stock | 80,558 | $0 | 0 | D | ||||
Stock Options (Right to buy) | $11.1719 | 08/26/2004 | M | 80,558 | 11/21/1996 | 11/21/2005 | Common Stock | 80,558 | $0 | 0 | D | ||||
Stock Options (Right to buy) | $14.2753 | 08/26/2004 | M | 120,836 | 11/26/1997 | 11/26/2006 | Common Stock | 120,836 | $0 | 0 | D | ||||
Stock Options (Right to buy) | $18.7751 | 08/26/2004 | M | 201,396 | 11/25/1998 | 11/25/2007 | Common Stock | 201,396 | $0 | 0 | D | ||||
Stock Options (Right to buy) | $18.8527 | 08/26/2004 | M | 201,396 | 11/17/1999 | 11/17/2008 | Common Stock | 201,396 | $0 | 0 | D | ||||
Stock Options (Right to buy) | $25.9516 | 08/26/2004 | M | 116,808 | 11/14/2001 | 12/28/2010 | Common Stock | 116,808 | $0 | 38,938(6) | D |
Explanation of Responses: |
1. Includes 36,880 shares awarded under the Cousins Properties Incorporated 1999 Incentive Stock Plan. The shares will be paid in any event if the employee is employed approximately six years from the grant date. Such shares may be awarded earlier as follows: (i) In three years if Funds from Operations Per Shares ("FFOPS") has grown 15% per annum; (ii) In four years if FFOPS has grown by 14% per annum; and (iii) In five years if FFOPS has grown 13% per annum. |
2. Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan. |
3. Shares held by the reporting person's wife. Reporting person disclaims all beneficial ownership of his wife's shares. |
4. Shares held by grantor trust under instrument dated December 28, 1988. |
5. Shares held by a limited partnership in which the partners are a limited liability company and a charitable lead annuity trust. The LLC members include the reporting person, the reporting person's wife and the reporting person's daughter. The reporting person disclaims beneficial interest in any shares to the extent he has no pecuniary interest. |
6. For options granted prior to December 28, 2000, 20% of the options become exercisable each year on the anniversary of the grant date, with the shares being 100% vested in year 5 of the grant term. For options granted on or after December 28, 2000, 25% of the options become exercisable each year on the anniversary of the grant date, with shares being 100% vested in year 4 of the grant term. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding. |
Kristin R. Myers, by Power of Attorney | 08/30/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |