X0306 4 2013-05-24 0 0000885978 U S PHYSICAL THERAPY INC /NV USPH 0001319561 Trier Clayton 8826 STABLE CREST BLVD HOUSTON TX 77024 1 0 0 0 Common Stock 2013-05-24 4 S 0 3800 28.2058 D 19200 D Common Stock 2013-05-28 4 S 0 2700 28.5501 D 16500 D The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.20 - $28.23, both inclusive. The reporting person undertakes to provide to U.S. Physical Therapy, Inc., any of its shareholders or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Includes 3,250 shares granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 812 shares on July 1, 2013; 813 shares on October 1, 2013; 812 shares on January 1, 2014 and 813 shares on April 1, 2014. Also includes 1750 shares of common stock granted as restricted stock, restrictions lapse in equal portions of 1,150 shares vesting quarterly, with the next vesting on June 30, 2013 and thereafter equal 1/16 portions on September 30 and December 31 each year until all such shares shall have vested, which shall be December 16, 2013 The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.40 - $28.69, both inclusive. The reporting person undertakes to provide to U.S. Physical Therapy, Inc., any of its shareholders or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. /s/ Clayton Trier 2013-05-29