SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Upton Jerome T

(Last)

(First)

(Middle)

C/O GENWORTH FINANCIAL, INC.

6620 WEST BROAD STREET

(Street)

RICHMOND

23230

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2011

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,468	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	09/13/2007	09/13/2012	Class A Common Stock	939	17.2822	D
Stock Options (right to buy)	⁽¹⁾	02/12/2019	Class A Common Stock	15,000	2.46	D
Stock Options (right to buy)	⁽²⁾	05/25/2014	Class A Common Stock	4,166	7.8	D
Stock Options (right to buy)	⁽²⁾	07/20/2015	Class A Common Stock	1,600	7.8	D
Stock Options (right to buy)	⁽²⁾	08/09/2016	Class A Common Stock	1,800	7.8	D
Stock Options (right to buy)	⁽²⁾	07/31/2017	Class A Common Stock	2,150	7.8	D
Stock Options (right to buy)	⁽³⁾	02/13/2018	Class A Common Stock	4,000	7.8	D
Stock Options (right to buy)	⁽⁴⁾	02/10/2020	Class A Common Stock	18,000	14.18	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	600	⁽¹⁰⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	717	⁽¹⁰⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,667	⁽¹⁰⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,222	⁽¹⁰⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,000	⁽¹⁰⁾	D

Explanation of Responses:

1. Vested one third on 2/12/2010. Remaining award vests in equal annual installments on each of 2/12/2011 and 2/12/2012.

2. Vested one third on 8/19/2010. Remaining award vests in equal annual installments on each of 8/19/2011 and 8/19/2012.

3. Vested one fourth on 8/19/2010. Remaining award vests in equal annual installments on each of 8/19/2011, 8/19/2012 and 8/19/2013.

4. Vests in one-fourth annual installments beginning on 2/10/2011.

5. Vests and converts to Class A Common Stock on 8/09/2011.

6. Vests and converts to Class A Common Stock on 7/31/2012.

7. Vests and converts to Class A Common Stock 50% on each of 2/13/2011 and 2/13/2013.

8. Vests and converts to Class A Common Stock 50% on each of 2/12/2011 and 2/12/2012.

9. Vests and converts to Class A Common Stock in one-fouth annual installments beginning on 2/10/2011.

10. Restricted Stock Units settle in Class A Common Stock on a 1:1 basis.

	/s/ Richard J. Oelhafen, Jr., by power of attorney	01/07/2011
	** 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 5 (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).
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