| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
COUSINS PROPERTIES INC (Name of Issuer) |
Common Stock, $1 par value per share (Title of Class of Securities) |
222795502 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 222795502 |
| 1 | Names of Reporting Persons APG Asset Management US Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,853,306.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, CO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 222795502 |
| 1 | Names of Reporting Persons APG Asset Management, N.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,853,306.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 222795502 |
| 1 | Names of Reporting Persons APG Group | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,853,306.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 222795502 |
| 1 | Names of Reporting Persons Stichting Pensioenfonds ABP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,853,306.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) EP |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: COUSINS PROPERTIES INC | |
| (b) | Address of issuer's principal executive
offices: 3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802 | |
| Item 2. | ||
| (a) | Name of person filing: APG Asset Management US Inc. APG Asset Management, N.V. APG Group Stichting Pensioenfonds ABP | |
| (b) | Address or principal business office or, if
none, residence: APG Asset Management US Inc. 666 Third Ave, 2nd Floor New York, NY 10017 APG Asset Management, N.V. Basisweg 10, 1043 MP Amsterdam APG Group Oude Lindestraat 70, Postbus 6401 Heerlen, Netherlands Stichting Pensioenfonds ABP PO Box 4806 6401 JL Heerlen, Netherlands | |
| (c) | Citizenship: APG Asset Management US Inc. - Delaware, United States APG Asset Management, N.V. - Kingdom of the Netherlands APG Group - Kingdom of the Netherlands Stichting Pensioenfonds ABP - Kingdom of the Netherlands | |
| (d) | Title of class of securities: Common Stock, $1 par value per share | |
| (e) | CUSIP No.: 222795502 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: APG Asset Management US Inc. - 4.7% APG Asset Management, N.V. - 4.7% APG Group - - 4.7% Stichting Pensioenfonds ABP - 4.7%
The Common Shares of the issuer reported herein are held by APG Asset Management, N.V. ("APG NL") is wholly-owned by APG Group ("APG Group") and is the investment manager with respect to the securities to which this statement relates. Pursuant to an Investment Management Agreement, APG NL has delegated its investment and voting power with respect to such securities to APG Asset Management US, Inc. ("APG US"), which is its wholly-owned subsidiary. Stichting Pensioenfonds ABP is the majority owner of APG Group.
By virtue of the relationships described above, each of the Reporting Persons may be deemed to share beneficial ownership of the securities to which this statement relates and may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended). However, each Reporting Person disclaims membership in any such group, and further, each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
The percentages herein are calculated based upon a statement in the Issuer's Prospectus, filed on December 13, 2024 indicating that there are 167,640,188 Shares issued and outstanding, on a pro forma basis and pro forma as adjusted basis. | |
| (b) | Percent of class: APG Asset Management US Inc. - 4.7% APG Asset Management, N.V. - 4.7% APG Group - 4.7% Stichting Pensioenfonds ABP - 4.7% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: APG Asset Management US Inc. - 0 APG Asset Management, N.V. - 0 APG Group - 0 Stichting Pensioenfonds ABP - 0 | ||
| (ii) Shared power to vote or to direct the
vote: APG Asset Management US Inc. - 7,853,306 APG Asset Management, N.V. - 7,853,306 APG Group - 7,853,306 Stichting Pensioenfonds ABP - 7,853,306 | ||
| (iii) Sole power to dispose or to direct the
disposition of: APG Asset Management US Inc. - 0 APG Asset Management, N.V. - 0 APG Group - 0 Stichting Pensioenfonds ABP - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: APG Asset Management US Inc. - 7,853,306 APG Asset Management, N.V. - 7,853,306 APG Group - 7,853,306 Stichting Pensioenfonds ABP - 7,853,306 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Comments accompanying signature:
Exhibit I - JOINT FILING STATEMENT