SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Griffin Mark

(Last)

(First)

(Middle)

C/O GENWORTH FINANCIAL, INC.

6620 WEST BROAD STREET

(Street)

RICHMOND

23230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENWORTH FINANCIAL INC [ GNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP-Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$27.0467	05/25/2004		A		2,348		09/14/2004	03/14/2010	Class A Common Stock	2,348	⁽⁸⁾	2,348	D
Stock Option (right to buy)	$31.4125	05/25/2004		A		2,818		09/16/2004	12/16/2009	Class A Common Stock	2,818	⁽⁸⁾	2,818	D
Stock Option (right to buy)	$27.9518	05/25/2004		A		3,913		09/26/2005	07/26/2011	Class A Common Stock	3,913	⁽⁸⁾	3,913	D
Stock Option (right to buy)	$22.6681	05/25/2004		A		3,913		⁽¹⁾	09/26/2011	Class A Common Stock	3,913	⁽⁸⁾	3,913	D
Stock Option (right to buy)	$17.2822	05/25/2004		A		7,513		⁽²⁾	09/13/2012	Class A Common Stock	7,513	⁽⁸⁾	7,513	D
Stock Option (right to buy)	$20.1445	05/25/2004		A		9,392		⁽³⁾	09/12/2013	Class A Common Stock	9,392	⁽⁸⁾	9,392	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		2,088		⁽⁵⁾	⁽⁴⁾	Class A Common Stock	2,088	⁽⁸⁾	2,088	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		15,652		⁽⁶⁾	⁽⁴⁾	Class A Common Stock	15,652	⁽⁸⁾	15,652	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		15,652		05/25/2005	⁽⁴⁾	Class A Common Stock	15,652	⁽⁸⁾	15,652	D
Stock Settled SAR (right to buy)	$19.5	05/25/2004		A		240,000		⁽⁷⁾	05/25/2014	Class A Common Stock	240,000	⁽⁹⁾	240,000	D

Explanation of Responses:

1. Vests 50% - 9/26/04; 50% - 9/26/06.

2. Vests in 25% annual increments beginning on 9/13/04.

3. Vests in 20% annual increments beginning on 9/12/04.

4. 1:1; no expiration date.

5. Vests 50% - 9/12/06; 50% - 9/12/08.

6. Vests 25% - 7/25/05; 25% - 7/25/07; 25% - 7/25/12; 25% - 11/29/23.

7. Vests in 25% annual increments beginning on 5/25/06.

8. Replaces cancelled General Electric Company awards.

9. Not applicable.

	/s/ Richard J. Oelhafen Jr., Attorney-in-fact	05/25/2004
	** Signature of Reporting Person	Date
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.
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