X0306 4 2015-03-20 0 0000885978 U S PHYSICAL THERAPY INC /NV USPH 0001263096 MCAFEE LAWRANCE W 1300 W. SAM HOUSTON PKWY S. SUITE 300 HOUSTON TX 77042 1 1 0 0 Chief Financial Officer Common Stock 2015-03-20 4 S 0 2350 48.25 D 50852 D The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $48.25 - $48.27, 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 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. Also 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; 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, April 1, 2017, July 1, 2017, October 1, 2017; and 945 shares on January 1, 2018. /s/ Lawrance W McAfee 2015-03-23