GEO GROUP INC — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2021-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Common Stock	A	62438	$0.00	Acquired	2887438	Direct
2021-03-08	Common Stock	F	54082	$8.02	Disposed	2833356	Direct
2021-03-08	Restricted Stock	D	75000	$0.00	Disposed	518752	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52400	Indirect
Common Stock	52450	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (642118)	642118	Direct

Footnotes

F1: This amount of shares reflects an increase to the vested restricted stock granted on April 24, 2018 based upon the achievement of the performance-based metrics for the performance period from January 1, 2018 to December 31, 2020. This resulted in a payout of an aggregate of 137,438 shares of Common Stock.

F2: These shares were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.

F3: This amount of shares reflects the forfeiture of 75,000 shares of restricted stock granted on April 24, 2018 based upon the results of the performance based metrics of the restricted stock during the period from January 1, 2018 to December 31, 2020.

F4: 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.

F5: 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.

F6: On July 7, 2020, The GEO Group, Inc. declared a quarterly cash dividend of $0.48 per share of common stock which was paid on July 24, 2020 to shareholders of record as of the close of business on July 17, 2020. On October 6, 2020, The GEO Group, Inc. declared a quarterly cash dividend of $0.34 per share of common stock which was paid on October 23, 2020 to shareholders of record as of the close of business on October 16, 2020. On January 15, 2021, The GEO Group, Inc. declared a quarterly cash dividend of $0.25 per share of common stock which was paid on February 1, 2021 to shareholders of record as of the close of business on January 25, 2021. Includes an aggregate of 65,757 shares of common stock credited with a value equal to the dividends declared and paid as described above on the shares previously held pursuant to the terms of the reporting person's Amended and Restated Executive Retirement Agreement.

F7: The aggregate number of shares of common stock credited with the value equal to the dividends declared and paid was previously described in the Form 4 filed on March 3, 2021 as 67,757 due to clerical error.