GEO GROUP INC — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2021-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Restricted Stock	A	268750	$0.00	Acquired	668752	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2750000	Direct
Common Stock	52400	Indirect
Common Stock	52450	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (644118)	644118	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, 2021 to December 31, 2023 as certified by the compensation committee. Under the terms of the restricted stock grant, these shares will vest on March 15, 2024 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: 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.

F3: 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.

F4: 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 67,757 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.