Sec Form 4 Filing - Wierdsma Thomas M @ GEO GROUP INC - 2012-12-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wierdsma Thomas M
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 - Project Development
(Last) (First) (Middle)
ONE PARK PLACE, SUITE 700, 621 NW 53RD STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2012
(Street)
BOCA RATON, FL33487
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 40,000 A $ 20.625 49,823 D
Common Stock 12/11/2012 M 10,000 A $ 16.69 59,823 D
Common Stock 12/11/2012 S 50,000 ( 1 ) D $ 29.274 9,823 D
Restricted Stock 29,500 ( 2 ) D
Common Stock 100 I By self as custodian for B. Wierdsma
Common Stock 100 I By self as custodian for Oliver Thomas Adams
Common Stock 100 I By self as custodian for Lauren Diane Wierdsma
Common Stock 100 I By self as custodian for Robert Oliver Wierdsma
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 20.625 12/11/2012 M 40,000 01/18/2007 01/18/2017 Common Stock 40,000 $ 0 0 D
Stock Option $ 16.69 12/11/2012 M 10,000 10/30/2008 10/30/2018 Common Stock 10,000 $ 0 0 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wierdsma Thomas M
ONE PARK PLACE, SUITE 700
621 NW 53RD STREET
BOCA RATON, FL33487
SVP - Project Development
Signatures
/s/ John J. Bulfin, as Attorney-in-Fact for Thomas M. Wierdsma 12/13/2012
Signature of Reporting Person Date
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.

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).
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