Medical Properties Trust Inc.

04/17/2025 | Press release | Distributed by Public on 04/17/2025 16:00

Statement of Changes in Beneficial Ownership (Form 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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HAMNER R STEVEN
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)
Executive Vice President & CFO
(Last) (First) (Middle)
1000 URBAN CENTER DRIVE, SUITE 501 		3. Date of Earliest Transaction (Month/Day/Year)
04/15/2025
(Street)
BIRMINGHAM, AL 35242 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/15/2025 F 5,584(1) D $3.86 2,529,963(2) D
Common stock, par value $0.001 04/15/2025 A 494,026(3) A $ 0 3,023,989 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Restricted common stock units $ 0 04/15/2025 A 207,020(4)(5) (4)(5) (4)(5) Common stock, par value $0.001 207,020 $ 0 1,107,020 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAMNER R STEVEN
1000 URBAN CENTER DRIVE
SUITE 501
BIRMINGHAM, AL 35242 		X Executive Vice President & CFO

Signatures

W. Zachary Riddle, by power of attorney 04/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares withheld upon vesting of restricted stock to satisfy tax withholding obligations. This does not constitute a sale transaction.
(2) The total amount of securities beneficially owned following the reported transaction includes a decrease of 117,282 shares as a result of forfeitures related to previously disclosed share awards.
(3) Shares vest at the beginning of each calendar quarter ending March 31, 2028.
(4) The restricted stock units were granted under the Medical Properties Trust, Inc. ("the Company") Amended and Restated 2019 Equity Incentive Plan and will be earned based on the achievement of specified Company total shareholder return ("TSR") hurdles during the three-year period beginning April 15, 2025 (the "Grant Date") as follows: (i) if the Company's TSR reaches 20%, 100% of the restricted stock units will be earned; (ii) if the Company's TSR reaches 40%, 200% of the restricted stock units will be earned; and (iii) if the Company's TSR reaches 60%, 300% of the restricted stock units will be earned. The actual number of restricted stock units to be earned will be determined based on the trailing 20-trading day average, determined quarterly; provided, however, following the end of such three-year performance period, achievement of performance between specific TSR hurdles described above will be determined using straight line linear interpolation (continued on footnote 5).
(5) Earned restricted stock units will be settled in cash (based on the average price of the Company's common stock over the five trading days ending on the applicable vesting date) in equal quarterly installments over one year following the date the restricted stock units are earned, provided that all unsettled earned restricted stock units will be settled in cash in full on the date that the Compensation Committee makes the final determination regarding performance metrics following the end of the three-year performance period, subject to the grantee's continued employment through such date.
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