X0305 4 2012-05-15 0 0000885978 U S PHYSICAL THERAPY INC /NV USPH 0000938954 BROOKNER MARK J 5005 PINE STREET BELLAIRE TX 77401 1 0 0 0 Common Stock 2012-05-15 4 A 0 3250 0.00 A 45750 D Common Stock 7500 I Trust 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. Common stock held in trust in which Mr. Brookner is the Trustee. /s/ Mark J. Brookner 2012-05-17