Sec Form 4 Filing - Fordham Scott W @ TIER REIT INC - 2019-06-14

FORM 4 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 TIER REIT INC [ TIER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 5950 SHERRY LANE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2019 (Street) DALLAS, TX75225 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 06/14/2019 F 28,155 ( 1 ) D $ 28.58 ( 2 ) 270,490 D Common Stock 06/14/2019 M 25,814 ( 3 ) A $ 0 296,304 D Common Stock 06/14/2019 A 58,479 ( 3 ) A $ 0 354,783 D Common Stock 06/14/2019 F 33,169 ( 4 ) D $ 28.58 321,614 D Common Stock 06/14/2019 M 36,498 ( 5 ) A $ 0 358,112 D Common Stock 06/14/2019 A 77,363 ( 5 ) A $ 0 435,475 D Common Stock 06/14/2019 F 44,804 ( 4 ) D $ 28.58 390,671 D Common Stock 06/14/2019 A 52,697 ( 6 ) A $ 0 443,368 D Common Stock 06/14/2019 F 20,736 ( 4 ) D $ 28.58 422,632 D Common Stock 06/14/2019 D 422,632 D 0 D Common Stock 06/14/2019 D 2,600 D 0 I By wife

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 Restricted Stock Units $ 0 06/14/2019 M 12,907 12/31/2019( 3 ) 12/31/2019 Common Stock 12,907 $ 0 0 D Restricted Stock Units $ 0 06/14/2019 M 18,249 12/31/2020( 5 ) 12/31/2020 Common Stock 18,249 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fordham Scott W 5950 SHERRY LANE, SUITE 700 DALLAS, TX75225 X Chief Executive Officer Signatures /s/ Telisa Webb Schelin, as attorney-in-fact 06/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld upon the vesting of restricted stock to pay the reporting person's tax withholding obligations as permitted under the TIER REIT Inc. 2015 Equity Incentive Plan (the "TIER Equity Plan"). ( 2 )Pursuant to the agreement and plan of merger, dated as of March 25, 2019 (as amended or supplemented from time to time, the "Merger Agreement"), by and among TIER REIT, Inc. ("TIER"), Cousins Properties Incorporated ("Cousins") and Murphy Subsidiary Holdings Corporation ("Murphy Sub"), on June 14, 2019, TIER merged with and into Murphy Sub, with Murphy Sub surviving the merger (the "Merger"). As a result of the Merger, immediately prior to the effective time of the Merger, each award of restricted shares of TIER common stock, par value $0.0001 per share ("TIER Common Stock"), outstanding became fully vested in accordance with the terms of the TIER Equity Plan, the award agreement evidencing the grant of such restricted shares of TIER Common Stock or other agreement or document evidencing such grant. ( 3 )Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2017 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. ( 4 )Shares withheld upon the vesting of restricted stock units to pay the reporting person's tax withholding obligations as permitted under the TIER Equity Plan. ( 5 )Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2018 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. ( 6 )Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2019 and continuing through May 31, 2019. Following the determination of the achievement of the performance criteria, the restricted stock units were prorated in accordance with the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement eviden cing the grant of such restricted stock units or other agreement or document evidencing such grant. ( 7 )Pursuant to the Merger Agreement, each outstanding share of TIER common stock held by the reporting person was automatically converted into the right to receive 2.98 shares of Cousins common stock, par value $1.00 per share ("Cousins Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Cousins Common Stock. On June 13, 2019, the closing price of TIER Common Stock was $28.58 and the closing price of Cousins Common Stock was $9.61.

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).

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