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: GLANTON RICHARD H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	M	1156	$21.29	Acquired	4527	Direct
2013-03-13	Common Stock	S	1156	$34.3583	Disposed	3371	Direct
2013-03-01	Common Stock	S	1920	$34.2781	Disposed	1451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Stock Option	$21.29	M	1156	Disposed	2021-03-01	Common Stock (1156)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	8544	Direct

Footnotes

F1: This amount reflects the vesting of 1,920 shares of restricted stock and 1,451 shares of GEO common stock received pursuant to the stock portion of the special dividend paid by GEO on December 31, 2012.

F2: This amount has been adjusted to reflect the vesting of 1,920 shares of restricted stock. Additionally, Mr. Glanton received 1,380 shares of GEO restricted stock pursuant to the stock portion of the special dividend paid by GEO 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 equtiy incentive plans as a result of the stock portion of the special dividend paid by GEO on December 31, 2012.