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^*

Groh Kelly L

(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)
05/11/2012

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 & Controller

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	5,738	D
Class A Common Stock	1,235.696	I	By 401(k) Plan

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,500	⁽⁶⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Class A Common Stock	717	⁽⁶⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class A Common Stock	1,500	⁽⁶⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,999	⁽⁶⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,667	⁽⁶⁾	D
Stock Settled SARs	⁽⁷⁾	02/09/2021	Class A Common Stock	24,000	12.75	D
Stock Settled SARs	⁽⁸⁾	02/14/2022	Class A Common Stock	30,000	8.88	D
Stock Options (right to buy)	09/13/2007	09/13/2012	Class A Common Stock	2,504	17.2822	D
Stock Options (right to buy)	02/12/2012	02/12/2019	Class A Common Stock	26,250	2.46	D
Stock Options (right to buy)	⁽⁹⁾	05/25/2014	Class A Common Stock	16,666	7.8	D
Stock Options (right to buy)	⁽⁹⁾	07/20/2015	Class A Common Stock	2,000	7.8	D
Stock Options (right to buy)	⁽⁹⁾	08/09/2016	Class A Common Stock	1,700	7.8	D
Stock Options (right to buy)	⁽⁹⁾	07/31/2017	Class A Common Stock	2,150	7.8	D
Stock Options (right to buy)	⁽¹⁰⁾	02/13/2018	Class A Common Stock	4,500	7.8	D
Stock Options (right to buy)	⁽¹¹⁾	02/10/2020	Class A Common Stock	39,000	14.18	D

Explanation of Responses:

1. Vests and converts to Class A Common Stock on 2/7/2015.

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

3. Vests and converts to Class A Common Stock on 2/13/2013.

4. Vests and converts to Class A Common Stock in equal annual installments on each of 2/9/2013, 2/9/2014 and 2/9/2015.

5. Vests and converts to Class A Common Stock in equal annual installments on each of 2/14/2013, 2/14/2014, 2/14/2015 and 2/14/2016.

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

7. Vested one-fourth on 2/9/2012. Remaining award vests in equal annual installments on each of 2/9/2013, 2/9/2014 and 2/9/2015. The vested and unexercised portion of the SARs, if any, shall be automatically exercised if the closing price of the issuer's common stock equals or exceeds a specified "maximum share value" equal to $75.

8. Vests in equal annual installments on each of 2/14/2013, 2/14/2014, 2/14/2015 and 2/14/2016. The vested and unexercised portion of the SARs, if any, shall be automatically exercised if the closing price of the issuer's common stock equals or exceeds a specified "maximum share value" equal to $75.

9. Vested one-third on 8/19/2010 and 8/19/2011. Remaining award vests on 8/19/2012.

10. Vested one-fourth on 8/19/2010 and 8/19/2011. Remaining award vests in equal annual installments on 8/19/2012 and 8/19/2013.

11. Vested one-fourth on 2/10/2011 and 2/10/2012. Remaining award vests in equal annual installments on 2/10/2013 and 2/10/2014.

	/s/ Christine A. Ness, by power of attorney	05/17/2012
	** 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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