SEC Form SC 13G/A filed by Cousins Properties Incorporated (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
Cousins Properties Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
222795502
(CUSIP Number)
December 31, 2023
(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) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 222795502
| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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, United States, United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 |
| 6. | SHARED VOTING POWER
8,064,093* | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
8,064,093* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,093* |
|
| 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)
5.3% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA |
|
* Based on 151,773,774 Common Shares outstanding as of October 20, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission on October 26, 2023.
CUSIP No. 222795502
| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
Kingdom of the Netherlands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 |
| 6. | SHARED VOTING POWER
8,064,093* | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
8,064,093* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,093* |
|
| 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)
5.3% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
* Based on 151,773,774 Common Shares outstanding as of October 20, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission on October 26, 2023.
CUSIP No. 222795502
| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
APG Groep, 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
Kingdom of the Netherlands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 |
| 6. | SHARED VOTING POWER
8,064,093* | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
8,064,093* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,093* |
|
| 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)
5.3% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
* Based on 151,773,774 Common Shares outstanding as of October 20, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission on October 26, 2023.
CUSIP No. 222795502
| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
Kingdom of the Netherlands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 |
| 6. | SHARED VOTING POWER
8,064,093* | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
8,064,093* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,093* |
|
| 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)
5.3% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP |
|
* Based on 151,773,774 Common Shares outstanding as of October 20, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission on October 26, 2023.
| Item 1. | (a). | Name of Issuer: |
| Cousins Properties Inc. | ||
| (b). | Address of issuer’s principal executive offices: | |
| 191 Peachtree Street NE, Suite 3600 | ||
| Atlanta, GA 30303 | ||
| Item 2. | (a). | Name of person filing: |
| APG Asset Management US Inc. | ||
| APG Asset Management, N.V. | ||
| APG Groep, N.V. | ||
| Stichting Pensioenfonds ABP | ||
| Address or principal business office or, if none, residence: | ||
| (b). | 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 Groep, N.V. | ||
| 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 Groep, N.V. – Kingdom of the Netherlands | ||
| Stichting Pensioenfonds ABP – Kingdom of the Netherlands | ||
| (d). | Title of class of securities: | |
| Common Stock, $1.00 par value | ||
| (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). | |
| (k) | ☐ | A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
*APG Asset Management, N.V. (“APG NL”) is wholly-owned by APG Groep, N.V. (“APG Groep”) 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 Groep. 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.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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. |
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable
| Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
| Dated: February 7, 2024 | APG Asset Management US Inc. | |
| By: | /s/ Evan Gordon | |
| Name: | Evan Gordon | |
| Title: | Chief Compliance Officer | |
| APG Asset Management, N.V. | ||
| By: | /s/ Evan Gordon | |
| Name: | Evan Gordon | |
| APG Groep, N.V. | ||
| By: | /s/ Evan Gordon | |
| Name: | Evan Gordon | |
| Stichting Pensioenfonds ABP | ||
| By: | /s/ Evan Gordon | |
| Name: | Evan Gordon | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see § 18 U.S.C. 1001).