- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * ARNOLD DANIEL C	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 _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1001 FANNIN STREET, SUITE 720	3. Date of Earliest Transaction (MM/DD/YYYY) 12/6/2012
(Street) HOUSTON, TX 77002 (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	12/6/2012		M		10000	A	$12.51	114435   (1)	D
Common Stock	12/6/2012		M		7500	A	$18.04	121935   (1)	D
Common Stock	12/6/2012		M		10000	A	$15.00	131935   (1)	D
Common Stock	12/6/2012		M		2500	A	$14.17	134435   (1)	D
Common Stock	12/6/2012		M		5000	A	$18.80	139435   (1)	D
Common Stock	12/6/2012		F		19781	D	$27.29   (2)	119654   (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	$12.51	12/6/2012		M			10000	11/30/2012	6/2/2014	Common Stock	10000	(3)	25000	D
Directors Right to Buy	$18.04	12/6/2012		M			7500	11/30/2012	6/21/2014	Common Stock	7500	(3)	17500	D
Directors Right to Buy	$15.00	12/6/2012		M			10000	11/30/2012	6/21/2014	Common Stock	10000	(3)	7500	D
Directors Right to Buy	$14.17	12/6/2012		M			2500	11/30/2012	10/20/2014	Common Stock	2500	(3)	5000	D
Directors Right to Buy	$18.80	12/6/2012		M			5000	11/30/2012	11/15/2015	Common Stock	5000	(3)	0	D

Explanation of Responses:
( 1)	Includes 1,625 shares of common stock granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse in quarterly installments as follows: 812 shares on December 31, 2012 and 813 on March 31, 2013.
( 2)	Surrender of shares in connection with cashless exercise
( 3)	Granted pursuant to the Company's 2003 Stock Incentive Plan, which complies with Rule 16b-3.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ARNOLD DANIEL C 1001 FANNIN STREET SUITE 720 HOUSTON, TX 77002	X

Signatures
/s/ Daniel C. Arnold		12/7/2012
** 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.