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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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 *

STEERS ROBERT HAMILTON
2. Issuer Name and Ticker or Trading Symbol

COHEN & STEERS, INC. [ CNS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

280 PARK AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/26/2022
(Street)

NEW YORK, NY 10017
(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         6928457 I By the Robert H. Steers 2018 Revocable Trust (1)
Common Stock         3838897 I By The Hilltop GST Non-Exempt Descendants' Trust (2)
Common Stock         950920 I By The Sunnyridge GST Exempt Family Trust (3)
Common Stock         334 I By the Hamilton-Steers 2017 Trust FB Robert H. Steers (4)
Common Stock 5/26/2022  A  954 (5)A$0 174253 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 owned by the Robert H. Steers 2018 Revocable Trust. Mr. Steers and a member of his immediate family serve as trustees of the trust. Mr. Steers disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
(2) Shares owned by The Hilltop GST Non-Exempt Descendants' Trust for the benefit of Mr. Steers' family. A member of Mr. Steers' immediate family and an independent third party serve as trustees of the trust. Mr. Steers disclaims beneficial ownership of these shares, and the filing of this Form 4 is not an admission that Mr. Steers is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(3) Shares owned by The Sunnyridge GST Exempt Family Trust for the benefit of Mr. Steers' family. A member of Mr. Steers' immediate family and an independent third party serve as trustees of the trust. Mr. Steers disclaims beneficial ownership of these shares, and the filing of this Form 4 is not an admission that Mr. Steers is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(4) Shares owned by the Hamilton-Steers 2017 Trust FB Robert H. Steers, of which Mr. Steers is a beneficiary and trustee.
(5) Represents the acquisition of dividend equivalent restricted stock units in connection with the issuer's second quarter 2022 dividend and accrued to the reporting person on unvested restricted stock units granted in January 2019, January 2020, January 2021 and January 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
STEERS ROBERT HAMILTON
280 PARK AVENUE, 10TH FLOOR
NEW YORK, NY 10017
XXExecutive Chairman

Signatures
/s/ Brian W. Heller, Attorney-in-Fact5/27/2022
**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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