GEO GROUP INC — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BULFIN JOHN J (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	M	4000	$5.26	Acquired	96263	Direct
2013-03-13	Common Stock	S	4000	$34.2716	Disposed	92263	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Stock Option	$5.26	M	4000	Disposed	2014-08-05	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	24768	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$14.44	2018-10-30	Common Stock (5780)	5780	Direct
Stock Option	$18.23	2019-10-28	Common Stock (8670)	8670	Direct
Stock Option	$21.29	2021-03-01	Common Stock (8670)	8670	Direct

Footnotes

F1: The amount of shares reflects the prior vesting of 37,692 shares of restricted stock. Additionally, the reporting person received 4,028 shares of GEO restricted 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 37,692 shares of restricted stock. Additionally, the reporting person received 18,071 shares of GEO common stock pursuant to the special dividend paid on December 31, 2012 to shareholders of record as of December 12, 2012.

F3: The proceeds from this sale were used by Mr. Bulfin solely to pay the taxes associated with the March 1, 2013 vesting of 5,760 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.