GEO GROUP INC — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2013-03-08

Reporting Person: CARLSON NORMAN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	6936	$4.04	Acquired	31859	Direct
2013-03-11	Common Stock	S	3000	$35.662	Disposed	28859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Stock Option	$4.04	M	6936	Disposed	2013-05-01	Common Stock (6936)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	8544	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$6.66	2014-05-06	Common Stock (12138)	12138	Direct
Stock Option	$9.28	2015-02-08	Common Stock (9363)	9363	Direct
Stock Option	$14.44	2018-10-30	Common Stock (5780)	5780	Direct
Stock Option	$18.23	2019-10-28	Common Stock (5780)	5780	Direct
Stock Option	$21.29	2021-03-01	Common Stock (5780)	5780	Direct

Footnotes

F1: The amount of shares reflects the prior vesting of 7,388 shares of restricted stock. Additionally, the reporting person received 3,035 shares of GEO common stock pursuant to the special dividend paid on December 31, 2012 to shareholders of record as of December 12, 2012.

F2: The amount of shares reflects the prior vesting of 7,388 shares of restricted stock. Additionally, the reporting person received 1,380 shares of GEO restricted stock pursuant to the special dividend paid on December 31, 2012 to shareholders of record as of December 12, 2012.

F3: 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 equiy incentive plans as a result of the stock portion of the special dividend paid by GEO on December 31, 2012.