0001127602-19-022222.txt : 20190619 0001127602-19-022222.hdr.sgml : 20190619 20190619162350 ACCESSION NUMBER: 0001127602-19-022222 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190614 FILED AS OF DATE: 20190619 DATE AS OF CHANGE: 20190619 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fordham Scott W CENTRAL INDEX KEY: 0001324355 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11312 FILM NUMBER: 19906305 MAIL ADDRESS: STREET 1: 5950 SHERRY LANE STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COUSINS PROPERTIES INC CENTRAL INDEX KEY: 0000025232 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580869052 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3344 PEACHTREE ROAD, NE STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 404-407-1000 MAIL ADDRESS: STREET 1: 3344 PEACHTREE ROAD, NE STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30326 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2019-06-14 0 0000025232 COUSINS PROPERTIES INC CUZ 0001324355 Fordham Scott W 3344 PEACHTREE ROAD, NE SUITE 1800 ATLANTA GA 30326 1 Common Stock 314859 D Common Stock 1937 I By Spouse 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. /s/ Kristin R. Myers, by Power of Attorney 2019-06-19 EX-24 2 doc1.htm POWER OF ATTORNEY Scott W Fordham POA

EXHIBIT 24

Cousins Properties Inc

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Cousins Properties Inc, hereby constitutes and appoints each of Gregg D. Adzema, Pamela F. Roper, Kristin R. Myers, John D. Harris, Jr., Michael C. Connolly, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cousins Properties Inc (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Cousins Properties Inc unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of June, 2019
/s/ Scott W Fordham
Scott W Fordham