SEC Form 4
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*
MCCOLL JOHN S
(Last) (First) (Middle)
2500 WINDY RIDGE PARKWAY
SUITE 1600
(Street)
ATLANTA GA 30339
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COUSINS PROPERTIES INC [ CUZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/30/2004 M 16,111 A $14.2753 30,663(1) D
Common Stock 08/30/2004 M 24,166 A $18.7751 54,829(1) D
Common Stock 08/30/2004 M 32,222 A $18.8527 87,051(1) D
Common Stock 08/30/2004 M 45,112 A $21.219 132,163(1) D
Common Stock 08/30/2004 M 27,186 A $25.9516 159,349(1) D
Common Stock 08/30/2004 M 11,492 A $22.735 170,841(1) D
Common Stock 08/30/2004 M 7,192 A $22.074 178,033(1) D
Common Stock 08/30/2004 F(2) 19,810 D $35.73 158,223(1) D
Common Stock 08/31/2004 S 13,800 D $36 144,423(1) D
Common Stock 5,014(3) I See Footnote 3
Common Stock 600(4) I See Footnote 4
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 (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) $14.2753 08/30/2004 M 16,111 11/26/1997 11/26/2006 Common Stock 16,111 $0 0 D
Stock Options (Right to buy) $18.7751 08/30/2004 M 24,166 11/25/1998 11/25/2007 Common Stock 24,166 $0 0 D
Stock Options (Right to buy) $18.8527 08/30/2004 M 32,222 11/17/1999 11/17/2008 Common Stock 32,222 $0 0 D
Stock Options (Right to buy) $21.219 08/30/2004 M 45,112 12/14/2000 12/14/2009 Common Stock 45,112 $0 11,279(5) D
Stock Options (Right to buy) $22.074 08/30/2004 M 7,192 11/19/2003 11/19/2012 Common Stock 7,192 $0 26,105(5) D
Stock Options (Right to buy) $22.735 08/30/2004 M 11,492 11/13/2002 11/13/2011 Common Stock 11,492 $0 11,493(5) D
Stock Options (Right to buy) $25.9516 08/30/2004 M 27,186 11/14/2001 12/28/2010 Common Stock 27,186 $0 9,064(5) D
Explanation of Responses:
1. Includes 9,020 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. Includes 4,032 shares of restricted stock awarded under the Cousins Properties Incorporated (CPI) 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant, and CPI will hold these shares until such shares become vested. 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.
2. 19,810 shares were withheld by the Company, from the total shares exercised, to pay the reporting person's tax liability as provided under the Plan.
3. Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.
4. Shares held as trustee in a trust for the benefit of the reporting person's children.
5. 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. The reporting person also holds an additional 18,600 stock options granted December 10, 2003.
John S. McColl 09/01/2004
** 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.
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