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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 * ZOLEY GEORGE C 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
__X__ Officer (give title below)    _____ Other (specify below)
Chairman & CEO
(Last)         (First)         (Middle)
4955 TECHNOLOGY WAY
3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2021
(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
Restricted Stock  3/1/2021    A    268750 (1) A $0.00  668752  D   
Common Stock                 2750000  D   
Common Stock                 52400  I  By the Holly A. Meehan 2020 Trust (2)
Common Stock                 52450  I  By the Christopher N. Zoley Trust (2)

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock   (3)                  (3)  (3) Common Stock  644118 (4)   644118 (4) D   

Explanation of Responses:
(1)  Vesting of this grant of restricted stock of GEO is contingent upon the achievement by GEO of certain performance-based metrics during the period from January 1, 2021 to December 31, 2023 as certified by the compensation committee. Under the terms of the restricted stock grant, these shares will vest on March 15, 2024 to the extent the performance goals are achieved. Of the grant of restricted stock, 50% is subject to vesting based on GEO's total shareholder return over a three-year period and 50% is subject to vesting based on certain return on capital employed performance goals being met.
(2)  Represents shares held by trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.
(3)  Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable upon the reporting person's retirement from employment with The GEO Group, Inc. pursuant to the terms of the reporting person's Amended and Restated Executive Retirement Agreement, effective February 26, 2020.
(4)  On July 7, 2020, The GEO Group, Inc. declared a quarterly cash dividend of $0.48 per share of common stock which was paid on July 24, 2020 to shareholders of record as of the close of business on July 17, 2020. On October 6, 2020, The GEO Group, Inc. declared a quarterly cash dividend of $0.34 per share of common stock which was paid on October 23, 2020 to shareholders of record as of the close of business on October 16, 2020. On January 15, 2021, The GEO Group, Inc. declared a quarterly cash dividend of $0.25 per share of common stock which was paid on February 1, 2021 to shareholders of record as of the close of business on January 25, 2021. Includes an aggregate of 67,757 shares of common stock credited with a value equal to the dividends declared and paid as described above on the shares previously held pursuant to the terms of the reporting person's Amended and Restated Executive Retirement Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ZOLEY GEORGE C
4955 TECHNOLOGY WAY
BOCA RATON, FL 33431
X
Chairman & CEO

Signatures
/s/Joe Negron, as Attorney-in-Face for George C. Zoley 3/3/2021
**Signature of Reporting Person Date