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GEO GROUP INC Director's Dealing 2013

Mar 5, 2013

31395_dirs_2013-03-05_b6210a55-a8d0-49a3-bcfe-f4e5979f3c5c.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: ZOLEY GEORGE C (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-03-01 Common Stock S 16109 $34.2187 Disposed 515882 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Restricted Stock 168289 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option $14.44 2018-10-30 Common Stock (57800) 57800 Direct
Stock Opton $18.23 2019-10-28 Commonn Stock (57800) 57800 Direct
Stock Option $21.29 2021-03-01 Common Stock (57800) 57800 Direct

Footnotes

F1: The proceeds of this sale were used to pay the taxes associated with the March 1, 2013 vesting of 38,399 shares of restricted stock.

F2: The amount of shares has been adjusted to reflect the vesting of 38,399 shares of restricted stock on March 1, 2013. 16,109 of these shares were sold to pay the taxes associated with this vesting.

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