Glenn McDowell Form 4 U S PHYSICAL THERAPY / Glenn McDowell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McDowell Glenn

(Last) (First) (Middle)

1300 W SAM HOUSTON PKWY S

SUITE 300

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U S PHYSICAL THERAPY INC /NV [ USPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2021		A		5,600(1)	A	$0.00	20,069(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The 5,600 shares of common stock was granted as restricted stock pursuant to the Company Amended and Restated 2003 Stock Incentive Plan of which 4,400 under the Companys Discretionary Long-Term Incentive Plan for Senior Management and 1,200 as an additional grant. Restrictions lapse in 16 equal quarterly installment with the first 350 shares on April 1, 2021 and thereafter with 350 shares on April 1, July 1, October 1 and January 1 of each year with the final 350 shares lapsing on January 1, 2025, if he is employed by the Company on those dates.

2. Inclusive of the above 5,600 shares in footnote 1, includes 17, 885 shares which restrictions lapse as to 2,009 shares on each of April 1, July 1 and October 1, 2021; 2,017 shares on January 1, 2022; 1,377 on each of April 1, July 1 and October 1, 2022; 1,380 shares on January 1, 2023; 729 shares on each of April 1, July 1 and October 1, 2023; 743 shares on January 1, 2024; and 350 shares on each of April 1, July 1 and October 1, 2023 and 350 shares on January 1, 2025, if he is employed by the Company on those dates.

Remarks:

	/s/ Glenn McDowell	02/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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