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^*

Gupta Rohit

(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)
02/24/2021

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)
EVP?U.S. Mortgage Insurance

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	101,073	D
Class A Common Stock	7,209.6198	I	By 401(k)

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 (RSUs)	⁽¹⁾	⁽¹⁾	Class A Common Stock	90,091	⁽²⁾	D
Restricted Stock Units (RSUs)	⁽³⁾	⁽³⁾	Class A Common Stock	134,049	⁽²⁾	D
Stock Settled SARs	⁽⁴⁾	02/20/2024	Class A Common Stock	24,000	15.23	D
Stock Settled SARs	⁽⁵⁾	02/15/2023	Class A Common Stock	26,400	9.06	D
Stock Settled SARs	⁽⁶⁾	02/14/2022	Class A Common Stock	27,600	8.88	D

Explanation of Responses:

1. Vests and converts to Class A Common Stock in equal installments on each of 5/16/2021 and 5/16/2022.

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

3. Vests and converts to Class A Common Stock in equal installments on each of 4/7/2021, 4/7/2022 and 4/7/2023.

4. Vested in equal annual installments on each of 2/20/2015, 2/20/2016, 2/20/2017 and 2/20/2018. 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.

5. Vested in equal annual installments on each of 2/15/2014, 2/15/2015, 2/15/2016 and 2/15/2017. 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.

6. Vested 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.

Remarks:

	/s/ David F. Kurzawa, by power of attorney	02/26/2021
	** 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).
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.