X0305 4 2012-05-15 0 0000885978 U S PHYSICAL THERAPY INC /NV USPH 0001185639 ARNOLD DANIEL C 1001 FANNIN STREET SUITE 720 HOUSTON TX 77002 1 0 0 0 Common Stock 2012-05-15 4 A 0 3250 0.00 A 104435 D The common stock is being granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 812 shares on June 30, 2012, 813 shares on September 30, 2012, 812 shares on December 31, 2012 and 813 shares on March 31, 2013. Includes 3,250 shares described in Footnote 1. /s/ Daniel C. Arnold 2012-05-17