X0306 4 2013-03-08 0 0000885978 U S PHYSICAL THERAPY INC /NV USPH 0001315304 McDowell Glenn 1300 W SAM HOUSTON PKWY S SUITE 300 HOUSTON TX 77042 0 1 0 0 Chief Operating Officer Common Stock 2013-03-08 4 A 0 18400 0.00 A 44376 D Grant of 18,400 restricted shares under the 2003 Plan as amended, restated and adopted, with a four year quarterly vesting schedule as to the lapse of restrictions thereof with 1/16 equal portions (1,150 shares) vesting quarterly, with the next 1/16 vesting on April 1, 2013 and thereafter equal 1/16 portions on July 1, October 1 and January 1 each year until all such shares shall have vested, which shall be January 1, 2017 Includes 18,400 restricted shares as detailed in Footnote 1. Also includes 10,000 shares of common stock granted as restricted stock, restrictions lapse in equal quarterly installments of 1,250 shares with the final installment on December 31, 2014 and 11,552 shares of common stock granted as restricted stock, restrictions lapse in equal installments of 962 shares vesting quarterly, with the next vesting on March 31, 2013 and thereafter equal installments on March 31, June 30, September 30 and December 31 of each year with the final 970 shares on December 31, 2015. /s/ Glenn McDowell 2013-03-11