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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Roper Pamela F		 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)
EVP, General Counsel
(Last)          (First)          (Middle)

3344 PEACHTREE ROAD, SUITE 1800		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2023
(Street)

ATLANTA, GA 30326
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/3/2023  F(1)  693.00 D$27.07 32476.00 (2)D  
Common Stock 2/6/2023  A(3)  12902.00 A$26.41 45378.00 (2)D  
Common Stock 2/6/2023  F(4)  5834.00 D$26.41 39544.00 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the Cousins Properties Incorporated(CPI) 2009 Incentive Stock Plan and 2019 Omnibus Incentive Stock Plan.
(2) Includes 5,852 of restricted stock awarded under the CPI 2019 Omnibus Incentive Stock Plan. 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. All unvested shares will forfeit upon termination of employment.
(3) Settlement in shares related to Restricted Stock Units (RSUs) granted under the CPI 2019 Omnibus Incentive Stock Plan. These RSUs were granted February 3, 2020, and represent a right to receive, at settlement, one share of common stock. The RSUs "cliff" vested at the end of the three-year performance period ending on December 31, 2022, subject to achievement of certain previously disclosed performance conditions. Performance achievement was approved by CPI's Board of Directors on February 6, 2023. Prior to vesting, the RSUs accumulate dividend equivalent units (DEU) equal to the dividends that would have been received had the reporting person owned shares during the period. The value of these DEUs settle in company stock. Company grants of RSUs prior to February 3, 2020 were settled in cash.
(4) Shares withheld from the settlement of RSUs to pay the reporting person's tax liability as permitted under the CPI 2019 Omnibus Incentive Stock Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Roper Pamela F
3344 PEACHTREE ROAD
SUITE 1800
ATLANTA, GA 30326

EVP, General Counsel
Signatures
/s/ Pamela F. Roper2/6/2023
**Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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