X0306 4 2017-03-01 0 0000923796 GEO GROUP INC GEO 0001664765 Donahue J David ONE PARK PLACE 621 NW 53RD STREET, SUITE 700 BOCA RATON FL 33487-8239 0 1 0 0 SVP-Corrections & Detention Restricted Stock 2017-03-01 4 A 0 12500 0.00 A 30500 D Common Stock 2017-03-01 4 F 0 342 48.40 D 12962 D Common Stock 2017-03-02 4 F 0 561 47.73 D 12401 D Stock Options 18.23 2013-10-28 2019-10-28 Common Stock 1156 1156 D Stock Options 21.29 2015-03-01 2021-03-01 Common Stock 3468 3468 D 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, 2017 to December 31, 2019 as certified by the compensation committee. Under the terms of the restricted stock grant, these shares will vest on March 10, 2020 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. The amount of shares has been adjusted to reflect the March 1, 2017 vesting of 1,250 shares of restricted stock and the March 2, 2017 vesting of 1,500 shares of restricted stock. These shares were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock. /s/John J. Bulfin, as Attorney-in-Fact for J. David Donahue 2017-03-03