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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units (3) | $ 0 (3) | 08/07/2007 | A | 40,000 (3) | (1)(3) | (3) | Common Stock, par value $.001 | 40,000 | $ 0 | 40,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McKenzie William G 1000 URBAN CENTER DRIVE SUITE 501 BIRMINGHAM, AL 35242 |
X | Vice Chairman of the Board | ||
| Philip Summerlin, by power of attorney | 08/16/2007 | |
| **Signature of Reporting Person | Date |
| * | 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) | LTIP Units vest ratably on December 31 of each year over a seven year period beginning December 31, 2007. |
| (2) | Represents shares of restricted stock awarded as core performance awards (CPRE). CPRE vest annually and ratably over a 7 year period (beginning 3/1/07 through 12/31/13) contingent on the Company acheiving a simple 9% annual total return to shareholders (pro-rated to 7.5% for the first vesting period from 3/1/07 to 12/31/07). CPRE are subject to forfeiture if less than the full award vests over the 7 year performance measurement period. At the end of each calendar year, the Compensation Committee will determine the Company's pro-rated annual and cumulative total return to shareholders from 3/1/07 through the end of each calendar year. Vesting will occur at the end of each calendar year as follows (pro-rated for 2007): Annual and Cumulative Return per year both less than 9% - 0% vesting; Annual or Cumulative Return per year equal to or greater than simple 9% - 14.286% vesting; Cumulative Return per year equal to or greather than simple 9% - any portion that failed to vest in prior years. |
| (3) | Represents units of limited partnerhsip interest in MPT Operating Partnership, L.P. ("MPT OP") of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's Second Amended and Restated 2004 Equity Incentive Plan. Conditiond upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into units of profits interest in MPT OP (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. |
| Remarks: This filing adds the performance based awards made on August 7, 2007. The time based awards vest on December 31 of each year. The original filing stated this date as March 8 of each year. | |