George C. Zoley - Dec 31, 2022 Form 5 Insider Report for GEO GROUP INC (GEO)

Role
Executive Chairman, Director
Signature
/s/ Joe Negron as Attorney-in-Fact for George C. Zoley
Stock symbol
GEO
Transactions as of
Dec 31, 2022
Transactions value $
$0
Form type
5
Date filed
2/14/2023, 05:28 PM
Previous filing
Mar 10, 2022
Next filing
Mar 3, 2023
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -11.67% $0.00 568K Nov 7, 2022 Common Stock 75K Direct F1, F2, F3, F4
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -13.22% $0.00 493K Nov 8, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -15.23% $0.00 418K Nov 9, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -17.96% $0.00 343K Nov 10, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -21.9% $0.00 268K Nov 11, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -28.03% $0.00 193K Nov 14, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -38.96% $0.00 118K Nov 15, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -75K -63.82% $0.00 42.5K Nov 16, 2022 Common Stock 75K Direct F1, F2, F3
transaction GEO Phantom Stock Disposed to Issuer $0 -42.5K -100% $0.00* 0 Nov 17, 2022 Common Stock 42.5K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of phantom stock was the economic equivalent of one share of common stock. The shares of phantom stock were originally payable in shares of common stock 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 (the "Prior Retirement Agreement").
F2 As previously disclosed, the Company and Mr. Zoley entered into the Amended and Restated Executive Retirement Agreement, dated as of May 27, 2021 (the "Amended and Restated Executive Retirement Agreement"). Pursuant to the terms of the Amended and Restated Executive Retirement Agreement, upon the date that Mr. Zoley ceases to provide services to the Company, the Company will pay to Mr. Zoley an amount equal to the Grandfathered Payment (as defined in the Amended and Restated Executive Retirement Agreement) which shall be paid in cash, as adjusted to reflect the credit of interest and the annual contribution amount by the Company pursuant to the terms of the Amended and Restated Executive Retirement Agreement. The Company had previously placed shares of Company common stock in rabbi trusts to fund the Company's obligation to pay Mr. Zoley's retirement benefit in shares of common stock under the terms of the Prior Retirement Agreement.
F3 The dispositions reported in this Form 5 reflect dispositions by the Company of the shares of common stock held in the rabbi trusts. Mr. Zoley did not exercise any discretion with respect to the dispositions and did not receive any proceeds from such dispositions.
F4 The amount of shares reflects an increase to the 642,118 shares previously reported as a result of 407 shares credited due to dividends declared and paid pursuant to the terms of the Prior Retirement Agreement.