X0306 4 2015-03-02 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 2015-03-02 4 A 0 20000 0.00 A 48607 D Grant of 20,000 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 (1250 shares) vesting quarterly, with the next 1/16 vesting on April 1, 2015 and thereafter equal 1/16 portions on April 1, July 1, October 1 and January 1 each year with the final 1,250 shares on January 1, 2019. Includes 20000 restricted shares above and includes 24,208 restricted shares granted under the Company's equity plans for which restrictions have not lapsed. Restrictions lapse as to 962 on each of March 31, 2015, June 30, 2015, September 30, 2015; 970 on December 31, 2015; 2087 on each of April 1, 2015, July 1, 2015, October 1, 2015, January 1, 2016, April 1, 2016, July 1, 2016, October 1, 2016, January 1, 2017; 937 on each of April 1, 2017, July 1, 2017, October 1, 2017; and 945 shares on January 1, 2018. /s/ Glenn McDowell 2015-03-04