Sec Form 4 Filing - Aldag Edward K JR @ MEDICAL PROPERTIES TRUST INC - 2023-01-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Aldag Edward K JR
2. Issuer Name and Ticker or Trading Symbol
MEDICAL PROPERTIES TRUST INC [ MPW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last) (First) (Middle)
1000 URBAN CENTER DRIVE, SUITE 501
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2023
(Street)
BIRMINGHAM, AL35242
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, par value $0.001 01/23/2023 A 320,755( 1 ) A $ 0 3,753,808 D
Common stock, par value $0.001 01/23/2023 A 622,642( 2 ) A $ 0 4,376,450 D
Common stock, par value $0.001 01/25/2023 A 115,282( 3 ) A $ 0 4,491,732 D
Common stock, par value $0.001 01/25/2023 A 60,965( 4 ) A $ 0 4,552,697 D
Common stock, par value $0.001 01/25/2023 F 230,003( 5 ) D $ 11.14 4,322,694 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aldag Edward K JR
1000 URBAN CENTER DRIVE
SUITE 501
BIRMINGHAM, AL35242
X Chairman, President & CEO
Signatures
W. Zachary Riddle, by power of attorney 01/25/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares vest ratably at the beginning of each of the 12 calendar quarters beginning April 1, 2023.
( 2 )Shares will be earned based on the achievement of specific performance thresholds pertaining to the Company's EBITDA and strategic transactions, as defined and set by our compensation committee, over the period from January 1, 2023 through December 31, 2025, with the opportunity to earn up to one third of the award for 2023 performance against the specified measures. The actual number of shares to be issued will vary depending upon the achievement of these specific performance thresholds and further adjusted pursuant to modifier provisions in the award that are based on the Company's total return to shareholders.
( 3 )Represents additional shares earned under the 2020 performance award based on the Company's actual performance as compared to the performance hurdles defined in the award agreement, adjusted pursuant to the modifier provisions in the award that were based on the Company's total return to shareholders. The shares vested in January 2023.
( 4 )Represents additional shares earned under the 2022 performance award based on the Company's actual performance as compared to the performance hurdles defined in the award agreement, adjusted pursuant to the modifier provisions in the award that were based on the Company's total return to shareholders. The shares vested in January 2023.
( 5 )Represents shares withheld upon vesting of restricted stock to satisfy tax withholding obligations. This does not constitute a sale transaction.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.