EX-FILING FEES 2 exhibit107-sx3asr.htm EX-FILING FEES Document
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-3
(Form type)
Cousins Properties Incorporated
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation or Carry Forward RuleAmount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Newly Registered Securities*
Fees to Be PaidEquityCommon Stock456(b) and 457(r)
(1)
(3)
(3)
--
(2)
Fees to Be PaidEquityDepositary Shares (4)456(b) and 457(r)
(1)
(3)
(3)
--
(2)
Fees to Be PaidEquityWarrants456(b) and 457(r)
(1)
(3)
(3)
--
(2)
Fees to Be PaidEquityPreferred Stock (5)456(b) and 457(r)
(1)
(3)
(3)
--
(2)
Fees to Be PaidDebtDebt Securities456(b) and 457(r)
(1)
(3)
(3)
--
(2)
Total Offering Amounts
(1)
Total Fees Previously Paid
--
Total Fee Offsets
$43,089 (2)
Net Fee Due
--
Table 2: Fee Offset Claims and Sources
Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing Date
Filing Date
Fee Offset Claimed
Security Type Associated with Fee Offset Claimed
Security Title Associated with Fee Offset ClaimedUnsold Securities Associated with Fee Offset ClaimedUnsold Aggregate Offering Amount Associated with Fee Offset ClaimedFee Paid with Fee Offset Source
Rule 457(p)
Fee Offset ClaimsCousins Properties Incorporated424(b)(5)333-2368228/3/2021
$43,089 (2)
EquityCommon Stock$394,949,683
Fee Offset SourcesCousins Properties Incorporated424(b)(5)333-2368228/3/2021
$43,089 (2)
1.This Registration Statement registers an unspecified amount of securities of each identified class. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. The proposed maximum aggregate offering per class of securities will be determined from time to time by the issuing registrant in connection with the offering of securities hereunder.
2.In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is deferring payment of all of the registration fees. Registration fees will be paid subsequently on a pay as you go basis, except as described below. The registrant previously filed a prospectus supplement, dated August 3, 2021 (the “Prior Prospectus Supplement”) pursuant to the Registration Statement on Form S-3 (Registration No. 333- 236822), filed with the Securities and Exchange Commission on March 2, 2020 (the “Prior Registration Statement”), relating to the offer and sale of shares of common stock having an aggregate offering price of up to $500,000,000 under its then current “at-



the-market” program. In connection with the filing of the Prior Prospectus Supplement, the total registration fee of $54,550 was paid. As of the date of this registration statement, shares of common stock having an aggregate offering price of up to $394,949,683 were not sold under the Prior Prospectus Supplement. The offering that included the unsold securities under the Prior Prospectus Supplement has been terminated. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $43,089 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement.
3.Not applicable pursuant to Rule 456(b) and Rule 457(r) and General Instruction 2.A(iii)(c) of Item 16(b) of Form S-3.
4.Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.
5.Includes the presently indeterminate number of shares of common stock, if any, as may be issued upon any conversion of preferred stock.