GEO GROUP INC — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2017-03-01

Reporting Person: Schlarb Ann M (SVP,GEO & Pres.GEO Care)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Restricted Stock	A	10000	$0.00	Acquired	31250	Direct
2017-03-01	Common Stock	F	171	$48.40	Disposed	12698	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$22.30	2022-08-15	Common Stock (5780)	5780	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, 2017 to December 31, 2019 as certified by the compensation committee. Under the terms of the restricted stock grant, these shares will vest on March 10, 2020 to the extent the performance goals are achieved. Of the grant of restricted stock, 50% is subject to vesting based on GEO's total shareholder return over a three-year period and 50% is subject to vesting based on certain return on capital employed performance goals being met.

F2: This amount has been adjusted to reflect the March 1, 2017 vesting of 625 shares of restricted stock.

F3: These shares were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.