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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Donahue J David
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-Corrections & Detention
(Last)          (First)          (Middle)

4955 TECHNOLOGY WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2020
(Street)

BOCA RATON, FL 33431
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/8/2020  A  14985 (1)A$0.00 80155 (2)D  
Common Stock 3/9/2020  F  12681 (3)D$15.89 67474 D  
Restricted Stock 3/8/2020  D  18750 (4)D$0.00 105000 (2)(4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This amount of shares reflects an increase to the vested restricted stock granted on March 1, 2017 and April 11, 2017 based upon the achievement of the performance-based metrics for the performance period from January 1, 2017 to December 31, 2019. This resulted in a payout of an aggregate of 33,735 shares of Common Stock.
(2) This number has been adjusted to reflect the March 8, 2020 vesting of 18,750 shares of restricted stock.
(3) These shares were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.
(4) This amount of shares reflects the forfeiture of 18,750 shares of restricted stock granted on March 1, 2017 and April 11, 2017 based upon the results of the performance based metrics of the restricted stock during the period from January 1, 2017 to December 31, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Donahue J David
4955 TECHNOLOGY WAY
BOCA RATON, FL 33431


SVP-Corrections & Detention

Signatures
/s/Joe Negron, as Attorney-in-Fact for J. David Donahue3/10/2020
**Signature of Reporting PersonDate

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