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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $ 4.6667 | 12/11/2012 | M | 55,454 | 05/01/2003 | 05/01/2013 | Common Stock | 55,454 | $ 0 | 10,000 | D | ||||
| Stock Option | $ 6.0834 | 08/05/2004 | 08/05/2014 | Common Stock | 14,490 | 14,490 | D | ||||||||
| Stock Option | $ 16.69 | 10/30/2008 | 10/30/2018 | Common Stock | 5,000 | 5,000 | 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BULFIN JOHN J ONE PARK PLACE, SUITE 700 621 NW 53RD STREET BOCA RATON, FL 33487 |
SVP& General Counsel | |||
| /s/ John J. Bulfin | 12/13/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |