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 VA 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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.
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 Number.