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 * Davis Blake 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)
Pres. GEO Secure Services
(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    67000 (1) A $0.00  92250 (2) D   
Common Stock  3/1/2021    F    2619 (3) D $7.52  8131 (2) 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 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

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)  The amount of shares has been adjusted to reflect the March 1, 2021 vesting of 10,750 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Davis Blake
4955 TECHNOLOGY WAY
BOCA RATON, FL 33431


Pres. GEO Secure Services

Signatures
/s/Joe Negron, as Attorney-in-Fact for Blake Davis 3/3/2021
**Signature of Reporting Person Date