Sec Form 4 Filing - HURLEY JOHN @ GEO GROUP INC - 2012-12-11

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 HURLEY JOHN 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) President - U.S. Corrections (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 8,726 A $ 6.0834 43,726 D Common Stock 12/11/2012 S 8,726 D $ 28.9616 ( 1 ) 35,000 D Common Stock 12/11/2012 S 24,274 ( 2 ) D $ 29.0066 35,000 D Common Stock 12/12/2012 S 11,830 ( 3 ) D $ 29.0078 35,000 D Restricted Stock 28,298 ( 4 ) 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 (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 $ 6.0834 12/11/2012 M 8,726 08/05/2004 08/05/2014 Common Stock 8,726 $ 0 0 D Stock Option $ 16.69 10/30/2008 10/30/2018 Common Stock 2,500 2,500 D Stock Option $ 21.07 10/28/2009 10/28/2019 Common Stock 10,000 10,000 D Stock Option $ 24.61 03/01/2011 03/01/2021 Common Stock 10,000 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HURLEY JOHN ONE PARK PLACE, SUITE 700 621 NW 53RD STREET BOCA RATON, FL33487 President - U.S. Corrections Signatures /s/ John J. Bulfin, As Attorney-In-Fact for John M. Hurley 12/13/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.90 to $29.06, inclusive. The reporting person undertakes to provide GEO, any security holder of GEO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )The amount of shares sold includes 24,274 shares of restricted stock that vested. ( 3 )The amount of shares sold includes 11,830 shares of restricted stock that vested. ( 4 )The amount of shares of restricted stock held by the reporting person has been adjusted to reflect the vesting and sale of (A) 24,274 shares of common stock and (B) 11,830 shares of common stock.

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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