GEO GROUP INC — Director's Dealing 2010

Mar 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2010-02-26

Reporting Person: ZOLEY GEORGE C (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-26	Common Stock	M	210000	$3.10	Acquired	345000	Direct
2010-02-26	Common Stock	S	97471	$19.77	Disposed	247529	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-26	Stock Option	$3.10	M	210000	Disposed	2011-02-08	Common Stock (210000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	196687	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$5.1334	2012-02-07	Common Stock (225000)	225000	Direct
Stock Option	$3.17	2013-02-12	Common Stock (63819)	63819	Direct
Stock Option	$4.6667	2013-05-01	Common Stock (163635)	163635	Direct
Stock Option	$6.0834	2014-08-05	Common Stock (28455)	28455	Direct
Stock Option	$7.51	2016-03-02	Common Stock (29601)	29601	Direct
Stock Option	$16.69	2018-10-30	Common Stock (50000)	50000	Direct
Stock Opton	$21.07	2019-10-28	Commonn Stock (50000)	50000	Direct

Footnotes

F1: These shares of common stock were sold by Mr. Zoley to The GEO Group, Inc. ("GEO") on February 26, 2010 at a price per share of $19.77, which was the closing trading price of GEO common stock on that date. GEO repurchased the shares pursuant to its recently announced $80 million stock buyback program. Mr. Zoley used the proceeds of this sale to fund the exercise on February 26, 2010 of stock options with respect to 210,000 shares of common stock (as further described in Table II), and to pay taxes associated with the exercise of such stock options.