SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McLean Emmett E

(Last)

(First)

(Middle)

1000 URBAN CENTER DRIVE

SUITE 501

(Street)

BIRMINGHAM

35242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDICAL PROPERTIES TRUST INC [ MPW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & COO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2021

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.001	01/15/2021		A		62,017⁽¹⁾	A	$0	1,342,195	D
Common stock, par value $0.001	01/15/2021		A		124,034⁽²⁾	A	$0	1,466,229	D
Common stock, par value $0.001	01/15/2021		A		64,980⁽³⁾	A	$0	1,531,209	D
Common stock, par value $0.001	01/15/2021		C		50,315⁽⁴⁾	A	$0	1,581,524	D
Common stock, par value $0.001	01/15/2021		A		84,171⁽⁵⁾	A	$0	1,665,695	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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted common stock units	$0	01/15/2021		C		50,315⁽⁴⁾		⁽⁶⁾	⁽⁶⁾	Common stock, par value $0.001	50,315	$0	0	D

Explanation of Responses:

1. Shares vest ratably at the beginning of each of the 12 calendar quarters beginning April 1, 2021.

2. Shares will be earned based on the achievement of specific performance thresholds pertaining to the Company's per share funds from operations, EBITDA, and acquisitions, as defined and set by our compensation committee, over the period from January 1, 2021 through December 31, 2023, with the opportunity to earn up to one third of the award for 2021 performance against the specified measures. The actual number of shares to be issued will vary depending upon the achievement of specific performance thresholds.

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 along with shares earned pursuant to the modifier provisions in the award, which allowed for more shares to be earned based on how the Company's relative total return to shareholders compared to the SNL Healthcare REIT Index. The shares vested on January 1, 2021.

4. Represents shares earned under the 2018 performance award equal to approximately one third of the target number of shares granted.

5. Represents additional shares earned under the 2018 performance award based on the Company's actual performance as compared to the performance hurdles defined in the award agreement along with shares earned pursuant to the modifier provisions in the award, which allowed for more shares to be earned based on how the Company's relative total return to shareholders compared to the SNL Healthcare REIT Index. The shares vested on January 1, 2021.

6. The shares vested on January 1, 2021.

	Emily R. Sawyer, by power of attorney	01/20/2021
	** 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).
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