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 *

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)
Executive Chairman
(Last)          (First)          (Middle)

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

3/8/2023
(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 3/8/2023  A  75000 (1)A$0.00 3377941 (2)D  
Common Stock 3/8/2023  F  82340 (3)D$8.82 3295601 D  
Restricted Stock 3/8/2023  D  15750 (4)D$0.00 387991 (2)D  
Common Stock         52400 I By the Holly A. Meehan 2020 Trust (5)
Common Stock         52450 I By the Christopher N. Zoley Trust (5)

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, 2020 based upon the achievement of the performance-based metrics for the performance period from January 1, 2020 to December 31, 2022. This resulted in a payout of an aggregate of 209,250 shares of Common Stock.
(2) The amount of shares has been adjusted to reflect the March 8, 2023 vesting of 134,250 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 15,750 shares of restricted stock granted on March 1, 2020 based upon the results of the performance-based metrics of the restricted stock during the period from January 1, 2020 to December 31, 2022.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ZOLEY GEORGE C
4955 TECHNOLOGY WAY
BOCA RATON, FL 33431
X
Executive Chairman

Signatures
/s/Joe Negron, as Attorney-in-Fact for George C. Zoley3/10/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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