X0306 4 2016-09-13 0 0001287865 MEDICAL PROPERTIES TRUST INC MPW 0001067414 HAMNER R STEVEN 1000 URBAN CENTER DRIVE SUITE 501 BIRMINGHAM AL 35242 1 1 0 0 Executive Vice President & CFO Common stock, par value $0.001 2016-09-13 4 A 0 36587 0 A 989145 D Common stock, par value $0.001 2016-09-13 4 A 0 146350 0 A 1135495 D Shares vest at the beginning of each calendar quarter ending March 31, 2019; dividends are paid currently. Up to 50% of the shares may be earned based on the achievement of a three-year cumulative total shareholder return as compared to pre-established multi-level returns set by our compensation committee. If the cumulative shareholder return is less than or equal to 27.0% for the three-year period, no shares will be earned, whereas if a total shareholder return of 35.0% or greater is achieved for the same period, then 100% of these shares will be earned. At the end of the three-year performance period, any earned shares will be subject to an additional two years of ratable time-based vesting on an annual basis. Dividends are paid on these shares only upon achievement of the performance measures. The remaining 50% of the shares will be earned similar to that described above; however, the performance measure is against the MSCI US REIT Index (Index). If our total shareholder return over the three-year cumulative period is less than the Index minus 3%, then no shares will be earned, whereas if our total shareholder return is greater than the Index plus 3% for the same period, then 100% of these shares will be earned. At the end of the three-year performance period, any earned shares will be subject to an additional two years of ratable time-based vesting on an annual basis. Dividends are paid on these shares only upon achievement of the performance measures. Emily R. Sawyer, by power of attorney 2016-09-15