X0306 4 2015-09-24 0 0001284812 COHEN & STEERS INC CNS 0001181496 COHEN MARTIN 280 PARK AVE, 10TH FLOOR NEW YORK NY 10017 1 1 1 0 Executive Chairman Common Stock 1340701 I By the Martin Cohen 1998 Family Trust Common Stock 2015-09-24 4 A 0 613 0.00 A 10173731 D Shares held by the Martin Cohen 1998 Family Trust for the benefit of Mr. Cohen's family. A member of Mr. Cohen's immediate family serves as trustee of the trust. Mr. Cohen disclaims beneficial ownership of these shares, and the filing of this Form 4 is not an admission that Mr. Cohen is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. Represents the acquisition of dividend equivalent restricted stock units in connection with the issuer's third quarter 2015 dividend and accrued to the reporting person on unvested restricted stock units granted in January 2012, January 2013, January 2014 and January 2015. /s/ Francis C. Poli, Attorney-in-Fact 2015-09-25