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

1. Name and Address of Reporting Person *

READING CHRISTOPHER J 		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 Executive Officer
(Last)          (First)          (Middle)

1300 W. SAM HOUSTON PKWY S., SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/7/2012
(Street)

HOUSTON, TX 77042
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/7/2012     M    50000   A $14.32   113323   (1) D    
Common Stock   12/7/2012     F    26112   D $27.42   (2) 87211   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Director's Right to Buy   $14.32   12/7/2012     M         50000    12/7/2012   11/18/2013   Common Stock   50000     (3) 0   D    

Explanation of Responses:
( 1)  Includes 16,875 restricted shares in which restrictions lapse in equal quarterly installments of 1,875 shares with the next installment on December 31, 2012 and the last on December 31, 2014. Also includes 18,771 shares of common stock granted as restricted stock. Restrictions lapse in equal quarterly installments of 1,443 shares with the next installment on December 31, 2012, and the final installment of 1,455 shares on December 31, 2015.
( 2)  Surrender of shares in connection with cashless exercise
( 3)  Granted as inducement option on November 18, 2003.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
READING CHRISTOPHER J
1300 W. SAM HOUSTON PKWY S.
SUITE 300
HOUSTON, TX 77042 		X
Chief Executive Officer

Signatures
/s/ Christopher J. Reading 12/11/2012
** 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).
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 control number.
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