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GEO GROUP INC Director's Dealing 2013

Mar 5, 2013

31395_dirs_2013-03-05_0dcba071-6f2b-4377-b938-5d49aecb56b8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2013-03-01

Reporting Person: EVANS BRIAN (SVP, Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-03-01 Common Stock S 3222 $34.2419 Disposed 4686 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Restricted Stock 32448 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option $18.23 2019-10-28 Common Stock (2312) 2312 Direct
Stock Option $21.29 2021-03-01 Common Stock (6936) 6936 Direct

Footnotes

F1: The proceeds from this sale were used by Mr. Evans soley to pay the taxes associated with the March 1, 2013 vesting of 7,680 shares of restricted stock.

F2: This amount reflects the March 1, 2013 vesting of 7,680 shares of restricted stock and 228 shares of common stock received pursuant to the special dividend paid to GEO shareholders on December 31, 2012 to shareholders of record as of December 12, 2012.

F3: This amount reflects the March 1, 2013 vesting of 7,680 shares of restricted stock.

F4: The exercise prices and the amount of shares covered by these stock option grants were adjusted pursuant to the anti-dilutive provisions of GEO's equtiy incentive plans as a result of the stock portion of the special dividend paid by GEO on December 31,2012.