GEO GROUP INC — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2012-12-31

Reporting Person: Dominicis Jorge A (SVP, Residential Treatment Svc)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	S	27282	$29.12	Disposed	8951	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	40128	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$16.69	2018-10-30	Common Stock (2000)	2000	Direct
Stock Option	$21.07	2019-10-28	Common Stock (10000)	10000	Direct
Stock Options	$24.61	2021-03-01	Common Stock (10000)	10000	Direct

Footnotes

F1: These shares were sold by the reporting person to The GEO Group, Inc. ("GEO") under GEO's stock repurchase program at the closing price of GEO's common stock on December 12, 2012, the record date for GEO's special dividend described in footnote (2) below. The sale was approved by GEO's Audit and Finance Committee. The reporting person used all or a portion of the proceeds from the sale of the securities to finance the reporting person's equity participation in GEO Care Holdings LLC, an entity formed by members of GEO and GEO Care, Inc.'s management teams (the "MBO Group"), in connection with the previously announced acquisition by the MBO Group of certain health care facility management contracts (the "GEO Care Business") from GEO. The sale of the GEO Care Business closed on December 31, 2012.

F2: The amount of shares reflects the prior vesting of 24,685 shares of restricted stock. Additionally, on December 6, 2012, the Board of Directors of GEO declared a special dividend of $5.68 per share of common stock, representing approximately $350 million of accumulated earnings and profits, which was paid on December 31, 2012 to shareholders of record as of December 12, 2012. As a result, the reporting person received 1,181 shares of GEO common stock pursuant to the special dividend.

F3: The amount of shares has been adjusted to reflect the prior vesting of 24,685 shares of restricted stock. Additionally, as a result of the special dividend described in footnote (2) above, the reporting person received 5,294 shares of GEO common stock pursuant to the special dividend.