Sec Form 4 Filing - GLANTON RICHARD H @ GEO GROUP INC - 2013-03-01

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 GLANTON RICHARD H 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE PARK PLACE, SUITE 700, 621 NW 53RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2013 (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 03/01/2013 M 1,156 A $ 21.29 4,527 ( 1 ) D Common Stock 03/13/2013 S 1,156 D $ 34.3583 3,371 ( 1 ) D Common Stock 03/01/2013 S 1,920 D $ 34.2781 1,451 ( 1 ) D Restricted Stock 8,544 ( 2 ) 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 $ 21.29 ( 3 ) 03/01/2013 M 1,156 03/01/2011 03/01/2021 Common Stock 1,156 $ 21.29 2,312 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GLANTON RICHARD H ONE PARK PLACE, SUITE 700 621 NW 53RD STREET BOCA RATON, FL33487 X Signatures John J. Bulfin, as Attorney-in-Fact for Richard H. Glanton 03/05/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount reflects the vesting of 1,920 shares of restricted stock and 1,451 shares of GEO common stock received pursuant to the stock portion of the special dividend paid by GEO on December 31, 2012. ( 2 )This amount has been adjusted to reflect the vesting of 1,920 shares of restricted stock. Additionally, Mr. Glanton received 1,380 shares of GEO restricted stock pursuant to the stock portion of the special dividend paid by GEO on December 31, 2012 to shareholders of record as of December 12, 2012. ( 3 )The exercise prices and the amount of shares covered by these stock option grants were adjusted pursuant to the anti-dilutive provisions of GEO's equtiy incentive plans as a result of the stock portion of the special dividend paid by GEO on December 31, 2012.

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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