UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
U.S. Physical Therapy, Inc.
(Name of Issuer)
common stock
(Title of Class of Securities)
90337L108
(CUSIP Number)
December 31, 2008
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person?s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be ?filed? for the purpose of Section
18 of the Securities Exchange Act of 1934 (?Act?) or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 90337L108 SCHEDULE 13G Page 2 of 11
1 Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P.
IRS Identification No. of Above Person (entities only)
021-102883
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Washington
5 Sole Voting Power
156,596
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,596
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
156,596
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
1.3%
12 Type of Reporting Person (See Instructions)
PN
CUSIP No. 90337L108 SCHEDULE 13G Page 3 of 11
1 Names of Reporting Persons
Columbia Pacific Advisors, LLC
IRS Identification No. of Above Person (entities only)
20-8051301
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Washington
5 Sole Voting Power
156,596
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,596
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
156,596
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
1.3%
12 Type of Reporting Person (See Instructions)
IA
CUSIP No. 90337L108 SCHEDULE 13G Page 4 of 11
1 Names of Reporting Persons
Alexander B. Washburn
IRS Identification No. of Above Person (entities only)
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
US
5 Sole Voting Power
156,596
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,596
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
156,596
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
1.3%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 90337L108 SCHEDULE 13G Page 5 of 11
1 Names of Reporting Persons
Daniel R. Baty
IRS Identification No. of Above Person (entities only)
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
US
5 Sole Voting Power
156,596
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,596
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
156,596
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
1.3%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 90337L108 SCHEDULE 13G Page 6 of 11
1 Names of Reporting Persons
Stanley L. Baty
IRS Identification No. of Above Person (entities only)
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
US
5 Sole Voting Power
156,596
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,596
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
156,596
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
1.3%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 90337L108 SCHEDULE 13G Page 7 of 11
1 Names of Reporting Persons
Brandon D. Baty
IRS Identification No. of Above Person (entities only)
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
US
5 Sole Voting Power
156,596
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,596
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
156,596
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
1.3%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 90337L108 SCHEDULE 13G Page 8 of 11
Item 1(a). Name of Issuer.
U.S. Physical Therapy, Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices.
1300 West Sam Houston Parkway South, Suite 300, Houston,
TX 77042
Item 2(a). Name of Person Filing.
Columbia Pacific Opportunity Fund, L.P.
Columbia Pacific Advisors, LLC
Alexander B. Washburn
Daniel R. Baty
Stanley L. Baty
Brandon D. Baty
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Columbia Pacific Opportunity
Fund, L.P., Columbia Pacific Advisors, LLC, Alexander B.
Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D.
Baty is 1910 Fairview Avenue East Suite 500, Seattle, WA
98102.
Item 2(c). Citizenship.
Columbia Pacific Opportunity Fund, L.P. is a Washington
limited partnership, Columbia Pacific Advisors, LLC is a
Washington limited liability company, Alexander B. Washburn,
Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty are U.S.
citizens.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
90337L108
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 90337L108 SCHEDULE 13G Page 9 of 11
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E). (for Columbia Pacific Advisors, LLC only)
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G). (for Alexander B.
Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D.
Baty only)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of
pages two (2), three (3), four (4), five (5), six (6), and
seven (7) of this Schedule 13G, which Items are incorporated
by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
CUSIP No. 90337L108 SCHEDULE 13G Page 10 of 11
Alexander B. Washburn is deemed to be the beneficial
owner of the number of securities reflected in Item 5-9 and
11 of page four (4) of this Schedule 13G pursuant to his
ownership in, and function with, Columbia Pacific Advisors,
LLC.
Daniel R. Baty is deemed to be the beneficial owner of
the number of securities reflected in Item 5-9 and 11 of page
five (5) of this Schedule 13G pursuant to his ownership in,
and function with, Columbia Pacific Advisors, LLC.
Stanley L. Baty is deemed to be the beneficial owner of
the number of securities reflected in Item 5-9 and 11 of page
six (6) of this Schedule 13G pursuant to his ownership in,
and function with, Columbia Pacific Advisors, LLC.
Brandon D. Baty is deemed to be the beneficial owner of
the number of securities reflected in Item 5-9 and 11 of page
seven (7) of this Schedule 13G pursuant to his ownership in,
and function with, Columbia Pacific Advisors, LLC.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, the undersigned certify that, to the
best of their knowledge and belief, the securities referred
to above on pages two (2), three (3), four (4), five (5), six
(6), and seven (7) of this Schedule 13G were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
All persons mentioned in this Schedule 13G expressly
declare that the filing of this Schedule 13G shall not be
construed as an admission that such persons are, for the
purposes of sections 13(d) or 13(g) of the Act, the
beneficial owners of any securities covered by this Schedule
13G.
CUSIP No. 90337L108 SCHEDULE 13G Page 11 of 11
Signatures
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 13, 2009
Columbia Pacific Opportunity Fund, L.P.
/s/ Alexander B. Washburn
________________________
By: Alexander B. Washburn
its: managing member of Columbia Pacific
Advisors, LLC, its general partner
Columbia Pacific Advisors, LLC
/s/ Alexander B. Washburn
________________________
By: Alexander B. Washburn
its: managing member
Alexander B. Washburn
/s/ Alexander B. Washburn
________________________
By: Alexander B. Washburn
Daniel R. Baty
/s/ Daniel R. Baty
________________________
By: Daniel R. Baty
Stanley L. Baty
/s/ Stanley L. Baty
________________________
By: Stanley L. Baty
Brandon D. Baty
/s/ Brandon D. Baty
________________________
By: Brandon D. Baty
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)