FORM 4
[ X ] 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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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 *

Fordham Scott W
2. Issuer Name and Ticker or Trading Symbol

TIER REIT INC [ TIER ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

5950 SHERRY LANE, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2019
(Street)

DALLAS, TX 75225
(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   6/14/2019     F    28155   (1) D $28.58   (2) 270490   D    
Common Stock   6/14/2019     M    25814   (3) A $0   296304   D    
Common Stock   6/14/2019     A    58479   (3) A $0   354783   D    
Common Stock   6/14/2019     F    33169   (4) D $28.58   321614   D    
Common Stock   6/14/2019     M    36498   (5) A $0   358112   D    
Common Stock   6/14/2019     A    77363   (5) A $0   435475   D    
Common Stock   6/14/2019     F    44804   (4) D $28.58   390671   D    
Common Stock   6/14/2019     A    52697   (6) A $0   443368   D    
Common Stock   6/14/2019     F    20736   (4) D $28.58   422632   D    
Common Stock   6/14/2019     D    422632   D   (7) 0   D    
Common Stock   6/14/2019     D    2600   D   (7) 0   I   By wife  

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $0.0   6/14/2019     M         12907    12/31/2019   (3) 12/31/2019   Common Stock   12907   $0   0   D    
Restricted Stock Units   $0.0   6/14/2019     M         18249    12/31/2020   (5) 12/31/2020   Common Stock   18249   $0   0   D    

Explanation of Responses:
(1)  Shares withheld upon the vesting of restricted stock to pay the reporting person's tax withholding obligations as permitted under the TIER REIT Inc. 2015 Equity Incentive Plan (the "TIER Equity Plan").
(2)  Pursuant to the agreement and plan of merger, dated as of March 25, 2019 (as amended or supplemented from time to time, the "Merger Agreement"), by and among TIER REIT, Inc. ("TIER"), Cousins Properties Incorporated ("Cousins") and Murphy Subsidiary Holdings Corporation ("Murphy Sub"), on June 14, 2019, TIER merged with and into Murphy Sub, with Murphy Sub surviving the merger (the "Merger"). As a result of the Merger, immediately prior to the effective time of the Merger, each award of restricted shares of TIER common stock, par value $0.0001 per share ("TIER Common Stock"), outstanding became fully vested in accordance with the terms of the TIER Equity Plan, the award agreement evidencing the grant of such restricted shares of TIER Common Stock or other agreement or document evidencing such grant.
(3)  Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2017 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant.
(4)  Shares withheld upon the vesting of restricted stock units to pay the reporting person's tax withholding obligations as permitted under the TIER Equity Plan.
(5)  Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2018 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant.
(6)  Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2019 and continuing through May 31, 2019. Following the determination of the achievement of the performance criteria, the restricted stock units were prorated in accordance with the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant.
(7)  Pursuant to the Merger Agreement, each outstanding share of TIER common stock held by the reporting person was automatically converted into the right to receive 2.98 shares of Cousins common stock, par value $1.00 per share ("Cousins Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Cousins Common Stock. On June 13, 2019, the closing price of TIER Common Stock was $28.58 and the closing price of Cousins Common Stock was $9.61.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fordham Scott W
5950 SHERRY LANE, SUITE 700
DALLAS, TX 75225
X
Chief Executive Officer

Signatures
/s/ Telisa Webb Schelin, as attorney-in-fact 6/14/2019
** Signature of Reporting Person Date


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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