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: 2012-03-12

Reporting Person: Wheeler Christopher C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	S	500	$34.33	Disposed	2699	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	7680	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$21.29	2011-03-21	Common Stock (5000)	5780	Direct

Footnotes

F1: This amount reflects the prior vesting of 3,031 shares of restricted stock. Additionally, Mr. Wheeler received 1,266 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: This amount reflects the prior vesting of 3,031 shares of restricted stock. Additionally, Mr. Wheeler received 168 shares of GEO common stock prusuant 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 equtiy incentive plans as a result of the stock portion of the special dividend paid by GEO on December 31, 2012.