Edgar Filing: Upton Jerome T

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Upton Jerome T

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

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

(Last)

(First)

(Middle)

C/O GENWORTH FINANCIAL, INC.,Â 6620 WEST BROAD STREET

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 Original Filed(Month/Day/Year)

(Street)

RICHMOND,Â VAÂ 23230

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		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	Â
Stock Options (right to buy)	Â ⁽¹⁾	02/12/2019	Class A Common Stock	15,000	$ 2.46	D	Â
Stock Options (right to buy)	Â ⁽²⁾	05/25/2014	Class A Common Stock	4,166	$ 7.8	D	Â
Stock Options (right to buy)	Â ⁽²⁾	07/20/2015	Class A Common Stock	1,600	$ 7.8	D	Â
Stock Options (right to buy)	Â ⁽²⁾	08/09/2016	Class A Common Stock	1,800	$ 7.8	D	Â
Stock Options (right to buy)	Â ⁽²⁾	07/31/2017	Class A Common Stock	2,150	$ 7.8	D	Â
Stock Options (right to buy)	Â ⁽³⁾	02/13/2018	Class A Common Stock	4,000	$ 7.8	D	Â
Stock Options (right to buy)	Â ⁽⁴⁾	02/10/2020	Class A Common Stock	18,000	$ 14.18	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Class A Common Stock	600	$ ⁽¹⁰⁾	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Class A Common Stock	717	$ ⁽¹⁰⁾	D	Â
Restricted Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Common Stock	2,667	$ ⁽¹⁰⁾	D	Â
Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Class A Common Stock	2,222	$ ⁽¹⁰⁾	D	Â
Restricted Stock Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Class A Common Stock	4,000	$ ⁽¹⁰⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Upton Jerome T C/O GENWORTH FINANCIAL, INC. 6620 WEST BROAD STREET RICHMOND,Â VAÂ 23230	Â	Â	Â Vice President	Â

Signatures

/s/ Richard J. Oelhafen, Jr., by power of attorney		01/07/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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