GEO GROUP INC — Director's Dealing 2020

May 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2020-05-06

Reporting Person: ZOLEY GEORGE C (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-06	Common Stock	P	150000	$11.2352	Acquired	2750000	Direct
2020-05-07	Common Stock	P	50000	$11.4381	Acquired	50000	Indirect
2020-05-07	Common Stock	P	50000	$11.4218	Acquired	50000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	400002	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (576361)	576361	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. These shares were purchased in multiple open market transactions at prices ranging from $11.095 to $11.35, inclusive. The reporting person undertakes to provide to The GEO Group, Inc., any security holder of The GEO Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F2: The price in Column 4 is a weighted average price. These shares were purchased in multiple open market transactions at prices ranging from $11.31 to $11.50, inclusive. The reporting person undertakes to provide to The GEO Group, Inc., any security holder of The GEO Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

F3: Represents shares held by trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.

F4: Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable upon the reporting person's retirement from employment with The GEO Group, Inc. pursuant to the terms of the reporting person's Amended and Restated Executive Retirement Agreement, effective February 26, 2020.

F5: On April 6, 2020, The GEO Group, Inc. declared a quarterly cash dividend of $0.48 per share of common stock which was paid on April 24, 2020 to shareholders of record as of the close of business on April 17, 2020. Includes 22,696 shares of common stock credited with a value equal to the dividend declared and paid on the shares previously held pursuant to the terms of the reporting person's Amended and Restated Executive Retirement Agreement.