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^*

Laming Michael S

(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)
SVP Human Resources

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)
Class A Common Stock	05/25/2004		P		500	A	$19.25	500	I	Trust for child⁽¹¹⁾
Class A Common Stock	05/25/2004		P		500	A	$19.25	500	I	Trust for child⁽¹¹⁾

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)	$36.6169	05/25/2004		A		10,174		09/22/2005	09/22/2010	Class A Common Stock	10,174	⁽⁹⁾	10,174	D
Stock Option (right to buy)	$25.3829	05/25/2004		A		11,739		09/10/2004	09/10/2009	Class A Common Stock	11,739	⁽⁹⁾	11,739	D
Stock Option (right to buy)	$27.9518	05/25/2004		A		14,087		09/26/2005	07/26/2011	Class A Common Stock	14,087	⁽⁹⁾	14,087	D
Stock Option (right to buy)	$22.6681	05/25/2004		A		14,087		⁽¹⁾	09/26/2011	Class A Common Stock	14,087	⁽⁹⁾	14,087	D
Stock Option (right to buy)	$20.1445	05/25/2004		A		26,296		⁽²⁾	09/12/2013	Class A Common Stock	26,296	⁽⁹⁾	26,296	D
Stock Option (right to buy)	$17.2822	05/25/2004		A		28,800		⁽³⁾	09/13/2012	Class A Common Stock	28,800	⁽⁹⁾	28,800	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		5,845		⁽⁵⁾	⁽⁴⁾	Class A Common Stock	5,845	⁽⁹⁾	5,845	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		7,826		⁽⁶⁾	⁽⁴⁾	Class A Common Stock	7,826	⁽⁹⁾	7,826	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		15,652		⁽⁷⁾	⁽⁴⁾	Class A Common Stock	15,652	⁽⁹⁾	15,652	D
Restricted Stock Unit	⁽⁴⁾	05/25/2004		A		15,652		05/25/2005	⁽⁴⁾	Class A Common Stock	15,652	⁽⁹⁾	15,652	D
Stock Settled SAR (right to buy)	$19.5	05/25/2004		A		200,000		⁽⁸⁾	05/25/2014	Class A Common Stock	200,000	⁽¹⁰⁾	200,000	D

Explanation of Responses:

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

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

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

4. 1:1; no expiration date.

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

6. Vests 25% - 10/28/05; 25% - 10/28/07; 25% - 10/28/12; 25% - 10/25/16.

7. Vests 25% - 9/13/05; 25% - 9/13/07; 25% - 9/13/12; 25% - 10/25/16.

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

9. Replaces cancelled General Electric Company awards.

10. Not applicable.

11. Shares held in trust for the benefit of the Reporting Person's child. The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest.

	/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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