SEC FORM 4

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^*

Dominicis Jorge A

(Last)

(First)

(Middle)

ONE PARK PLACE, SUITE 700

621 NORTHWEST 53RD STREET

(Street)

BOCA RATON

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, Residential Treatment Svc

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2012		S		27,282⁽¹⁾	D	$29.12	8,951⁽²⁾	D
Restricted Stock								40,128⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$16.69							10/30/2008	10/30/2018	Common Stock	2,000		2,000	D
Stock Option	$21.07							10/28/2009	10/28/2019	Common Stock	10,000		10,000	D
Stock Options	$24.61							03/01/2011	03/01/2021	Common Stock	10,000		10,000	D

Explanation of Responses:

1. These shares were sold by the reporting person to The GEO Group, Inc. ("GEO") under GEO's stock repurchase program at the closing price of GEO's common stock on December 12, 2012, the record date for GEO's special dividend described in footnote (2) below. The sale was approved by GEO's Audit and Finance Committee. The reporting person used 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 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 sale of the GEO Care Business closed on December 31, 2012.

2. The amount of shares reflects the prior vesting of 24,685 shares of restricted stock. Additionally, on December 6, 2012, the Board of Directors of GEO declared a special dividend of $5.68 per share of common stock, representing approximately $350 million of accumulated earnings and profits, which was paid on December 31, 2012 to shareholders of record as of December 12, 2012. As a result, the reporting person received 1,181 shares of GEO common stock pursuant to the special dividend.

3. The amount of shares has been adjusted to reflect the prior vesting of 24,685 shares of restricted stock. Additionally, as a result of the special dividend described in footnote (2) above, the reporting person received 5,294 shares of GEO common stock pursuant to the special dividend.

Remarks:

	John J. Bulfin, as Attorney-in-Fact for Jorge A. Dominicis	01/03/2013
	** 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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