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*
ZOLEY GEORGE C

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2010
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 02/26/2010 M 210,000 A $3.1 345,000 D
Common Stock 02/26/2010 S 97,471 (1) D $19.77 247,529 D
Restricted Stock 196,687 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 $3.1 02/26/2010 M 210,000 02/08/2001 02/08/2011 Common Stock 210,000 $3.1 0 D
Stock Option $5.1334 02/07/2002 02/07/2012 Common Stock 225,000 225,000 D
Stock Option $3.17 02/12/2003 02/12/2013 Common Stock 63,819 63,819 D
Stock Option $4.6667 05/01/2003 05/01/2013 Common Stock 163,635 163,635 D
Stock Option $6.0834 08/05/2004 08/05/2014 Common Stock 28,455 28,455 D
Stock Option $7.51 03/02/2006 03/02/2016 Common Stock 29,601 29,601 D
Stock Option $16.69 10/30/2008 10/30/2018 Common Stock 50,000 50,000 D
Stock Opton $21.07 10/28/2009 10/28/2019 Commonn Stock 50,000 50,000 D
Explanation of Responses:
1. These shares of common stock were sold by Mr. Zoley to The GEO Group, Inc. ("GEO") on February 26, 2010 at a price per share of $19.77, which was the closing trading price of GEO common stock on that date. GEO repurchased the shares pursuant to its recently announced $80 million stock buyback program. Mr. Zoley used the proceeds of this sale to fund the exercise on February 26, 2010 of stock options with respect to 210,000 shares of common stock (as further described in Table II), and to pay taxes associated with the exercise of such stock options.
Remarks:
John J. Bulfin, as Attorney-in-Fact for George C. Zoley 03/02/2010
** 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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