Sec Form 4 Filing - REEVE GRAHAM D. @ U S PHYSICAL THERAPY INC /NV - 2023-02-20

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person REEVE GRAHAM D. 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) COO (Last) (First) (Middle) 1300 W SAM HOUSTON PKWY S, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2023 (Street) HOUSTON, TX77042 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10,155 I Trust Common Stock 02/20/2023 A 5,000 ( 1 ) A $ 0 17,062 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Report ing Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REEVE GRAHAM D. 1300 W SAM HOUSTON PKWY S SUITE 300 HOUSTON, TX77042 COO Signatures /s/ Graham D Reeve 02/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 5,000 shares of common stock were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse in 16 quarterly installments with 312 shares vesting on the first day of each of the succeeding fifteen quarters beginning on April 1, 2023, and with the final 320 shares vesting on January 1, 2027, if he is employed by the Company on those dates. ( 2 )Includes 17,062 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 1,724 shares on each of April 1, 2023, July 1, 2023, October 1, 2023; 1,730 shares on January 1, 2024; 1,286 shares on each of April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025; 936 shares on each of April 1, 2025 July 1, 2025 and October 1, 2025; 952 shares on January 1, 2026; and 312 shares on each of April 1, 2026, July 1, 2026 and October 1, 2026; and the final 320 shares on January 1, 2027, if he is an employee of the Company on those dates.

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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