SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BULFIN JOHN J

(Last) (First) (Middle)
ONE PARK PLACE, SUITE 700
621 NW 53RD STREET

(Street)
BOCA RATON FL 33487

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GEO GROUP INC [ GEO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP& General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/11/2012 M 55,454 A $4.6667 81,954 D
Common Stock 12/11/2012 S 44,454 (1) D $29.3147 37,500 D
Restricted Stock 58,432 (2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $4.6667 12/11/2012 M 55,454 05/01/2003 05/01/2013 Common Stock 55,454 $0 10,000 D
Stock Option $6.0834 08/05/2004 08/05/2014 Common Stock 14,490 14,490 D
Stock Option $16.69 10/30/2008 10/30/2018 Common Stock 5,000 5,000 D
Stock Option $21.07 10/28/2009 10/28/2019 Common Stock 7,500 7,500 D
Stock Option $24.61 03/01/2011 03/01/2021 Common Stock 7,500 7,500 D
Explanation of Responses:
1. The reporting person will use all or a portion of the proceeds from the sale of the securities to finance the reporting person's equity participation in GEO Care Holdings LLC, an entity formed by members of The GEO Group, Inc. ("GEO") and GEO Care, Inc.'s management teams (the "MBO Group"), in connection with the previously announced acquisition by the MBO Group of certain health care facility management contracts (the "GEO Care Business") from GEO. The MBO Group's acquisition of the GEO Care Business is related to GEO's announcement that it will take all necessary steps to prepare GEO to operate in compliance with the REIT rules beginning January 1, 2013. The transaction is expected to close on or before December 31, 2012.
2. The vesting of this grant of restricted stock of GEO is contingent upon the achievement by GEO of certain performance-based metrics during 2012, 2013 and 2014, as certified by the compensation committee. Under the terms of the restricted stock grant, vesting can occur annually on August 15, 2013, 2014 and 2015, respectively, or cumulatively on August 15, 2015.
/s/ John J. Bulfin 12/13/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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