GEO GROUP INC — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2014-02-20

Reporting Person: Fuller Stephen V. (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Restricted Stock	A	7500	$0.00	Acquired	32281	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8963	Direct

Footnotes

F1: Vesting of this grant of restricted stock of GEO is contingent upon the achievement by GEO of certain performance-based metrics during the period from January 1, 2014 to December 31, 2016 as certified by the compensation committee. Under the terms of the restricted stock grant, these shares will vest on March 1, 2017 to the extent the performance goals are achieved. Of the grant of restricted stock, 75% is subject to vesting based on GEO's total shareholder return over a three-year period and 25% is subject to vesting based on certain return on capital employed performance goals being met.

F2: The amount of shares has been adjusted to reflect the August 15, 2013 vesting of 5,759 shares of restricted stock and the September 1, 2013 vesting of 576 shares of restricted stock.