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*
Karawan Gregory S.

(Last) (First) (Middle)
C/O GENWORTH FINANCIAL, INC.
6620 WEST BROAD STREET

(Street)
RICHMOND VA 23230

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022
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 and General Counsel
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 4,807.0419 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSUs) (1) (1) Class A Common Stock 1,956 (2) D
Restricted Stock Units (RSUs) (3) (3) Class A Common Stock 9,460 (2) D
Restricted Stock Units (RSUs) (4) (4) Class A Common Stock 31,278 (2) D
Restricted Stock Units (RSUs) (5) (5) Class A Common Stock 52,084 (2) D
Stock Settled SARs (6) 02/14/2022 Class A Common Stock 17,700 8.88 D
Stock Settled SARs (7) 02/15/2023 Class A Common Stock 19,000 9.06 D
Stock Settled SARs (8) 02/20/2024 Class A Common Stock 20,000 15.23 D
Explanation of Responses:
1. Vests and converts to Class A Common Stock on 6/6/2029.
2. Restricted Stock Units settle in Class A Common Stock on a 1:1 basis.
3. Vests and converts to Class A Common Stock on 5/16/2022.
4. Vests and converts to Class A Common Stock in equal installments on each of 4/7/2022 and 4/7/2023.
5. Vests and converts to Class A Common Stock in equal installments on each of 3/25/2022, 3/25/2023 and 3/25/2024.
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.
7. 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.
8. 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.
Remarks:
/s/ David F. Kurzawa, by power of attorney 01/04/2022
** 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.