Sec Form 4 Filing - MCAFEE LAWRANCE W @ U S PHYSICAL THERAPY INC /NV - 2019-11-22

Insider filing report for Changes in Beneficial Ownership
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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
MCAFEE LAWRANCE W
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
1300 W. SAM HOUSTON PKWY S., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2019
(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 11/22/2019 S 402 D $ 116.42 ( 1 ) 21,326 ( 2 ) D
Common Stock 11/25/2019 S 1,598 D $ 113.52 ( 3 ) 19,728 ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCAFEE LAWRANCE W
1300 W. SAM HOUSTON PKWY S.
SUITE 300
HOUSTON, TX77042
X Chief Financial Officer
Signatures
/s/ Lawrance W McAfee 11/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.00 to $116.54 per share, both inclusive. The reporting person undertakes to provide to U.S. Physical Therapy, Inc. any of its shareholders or the staff of the Securities and 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.
( 2 )Includes 17,398 shares of restricted stock granted under the Company's equity plans. Restrictions lapse as to 2,500 shares on January 1, 2020; 1,790 shares on each of April 1, July 1 and October 1, 2020; 1,805 shares on January 1, 2021; 1,280 shares on each of April 1, July 1 and October 1, 2021; 1,288 on January 1, 2022; 648 on each of April 1, July 1 and October 1, 2022; and 651 on January 1, 2023.
( 3 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $113.00 to $114.11 per share, both inclusive. The reporting person undertakes to provide to U.S. Physical Therapy, Inc. any of its shareholders or the staff of the Securities and 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.

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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