Edgar Filing: COHEN & STEERS INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Stadler Matthew S.

2. Issuer Name and Ticker or Trading Symbol
COHEN & STEERS INC [CNS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer, EVP

(Last)

(First)

(Middle)

280 PARK AVE, 10TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2006

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/18/2006		A		66 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	07/19/2006		A		80 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	10/23/2006		A		70 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	01/23/2007		A		47 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	04/24/2007		A		174 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	06/27/2007		A		180 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	09/27/2007		A		213 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	12/27/2007		A		251 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	03/28/2008		A		624 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	06/27/2008		A		608 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	09/27/2008		A		607 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	12/29/2008		A		736 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	04/17/2009		A		189 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	06/26/2009		A		181 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	09/25/2009		A		117 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	12/29/2009		A		114 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	04/16/2010		A		123 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	06/28/2010		A		162 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	09/27/2010		A		9,051 ⁽¹⁾ ⁽³⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	12/29/2010		A		130 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	04/15/2011		A		163 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	06/28/2011		A		139 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	09/28/2011		A		2,719 ⁽¹⁾ ⁽³⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	12/28/2011		A		162 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	04/13/2012		A		189 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	06/28/2012		A		194 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	09/27/2012		A		217 ⁽¹⁾	A	$ 0	192,457 ⁽²⁾	D
Common Stock	12/20/2012		A		4,110 ⁽¹⁾ ⁽³⁾	A	$ 0	192,457 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stadler Matthew S. 280 PARK AVE, 10TH FLOOR NEW YORK, NY 10017			Chief Financial Officer, EVP

Signatures

/s/ Francis C. Poli, Attorney-in-Fact		06/12/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the acquisition of dividend equivalent restricted stock units in connection with the issuer's quarterly dividends for 2006-2012 and accrued on unvested restricted stock units.
(2)	This Form 4 is being filed to report dividend equivalent restricted stock units accrued to the Reporting Person which were not eligible for exemption from reporting under Rule 16a-11. All such dividend equivalent restricted stock units were previously included in the Amount of Securities Beneficially Owned Following Reported Transaction column in each Form 4 filing subsequent to the respective accrual. The Amount of Securities Beneficially Owned Following Reported Transaction column in this filing represents the amount of securities beneficially owned by the Reporting Person at the date of filing.
(3)	Represents the acquisition of dividend equivalent restricted stock units in connection with the issuer's special dividends for 2010-2012 and accrued on unvested restricted stock units.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.