Sec Form 3 Filing - Fordham Scott W @ COUSINS PROPERTIES INC - 2019-06-14

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fordham Scott W 2. Issuer Name and Ticker or Trading Symbol COUSINS PROPERTIES INC [ CUZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3344 PEACHTREE ROAD, NE, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2019 (Street) ATLANTA, GA30326 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 314,859 ( 1 ) D Common Stock 1,937 ( 1 ) I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fordham Scott W 3344 PEACHTREE ROAD, NE SUITE 1800 ATLANTA, GA30326 X Signatures /s/ Kristin R. Myers, by Power of Attorney 06/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 25, 2019, Cousins Properties incorporated ("Cousins") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Murphy Subsidiary Holdings Corporation ("Merger Sub") and TIER REIT, Inc. ("TIER") pursuant to which TIER was merged with and into Merger Sub (the "Merger"). At the effective time of the Merger, outstanding awards of restricted shares of TIER common stock and outstanding awards of restricted stock units corresponding to TIER common stock became vested to the extent provided in the Merger Agreement and were settled in shares of TIER common stock that were treated in the same manner as any other share of TIER common stock in the Merger and converted into the right to receive a number of shares of Cousins common stock at the effective time equal to the applicable exchange ratio. Subsequently, Cousins effected a one-for-four reverse stock split effective June 14, 2019. All outstanding amounts reported herein have been adjusted to reflect post reverse stock split holdings.

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).

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