Form 4 Schneider Kevin Douglas For: Aug 18 (10K)

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schneider Kevin Douglas

(Last)

(First)

(Middle)

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

(Street)

RICHMOND

23230

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP - Genworth

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2009

4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 22.8

08/18/2009

25,200

⁽¹⁾

02/13/2018

Class A Common Stock

25,200

⁽⁸⁾

Stock Options (right to buy)

$ 30.52

08/18/2009

18,900

⁽²⁾

07/31/2017

Class A Common Stock

18,900

⁽⁸⁾

Stock Options (right to buy)

$ 34.13

08/18/2009

15,300

⁽³⁾

08/09/2016

Class A Common Stock

15,300

⁽⁸⁾

Stock Options (right to buy)

$ 32.1

08/18/2009

13,800

⁽⁴⁾

07/20/2015

Class A Common Stock

13,800

⁽⁸⁾

Stock Options (right to buy)

$ 19.5

08/18/2009

160,000

⁽⁵⁾

05/25/2014

Class A Common Stock

160,000

⁽⁸⁾

Stock Options (right to buy)

$ 7.8

08/19/2009

8,400

⁽⁶⁾

02/13/2018

Class A Common Stock

8,400

⁽⁸⁾

8,400

Stock Options (right to buy)

$ 7.8

08/19/2009

6,300

⁽⁷⁾

07/31/2017

Class A Common Stock

6,300

⁽⁸⁾

6,300

Stock Options (right to buy)

$ 7.8

08/19/2009

5,100

⁽⁷⁾

08/09/2016

Class A Common Stock

5,100

⁽⁸⁾

5,100

Stock Options (right to buy)

$ 7.8

08/19/2009

4,600

⁽⁷⁾

07/20/2015

Class A Common Stock

4,600

⁽⁸⁾

4,600

Stock Options (right to buy)

$ 7.8

08/19/2009

53,333

⁽⁷⁾

05/25/2014

Class A Common Stock

53,333

⁽⁸⁾

53,333

Explanation of Responses:

1. The Stock Options provided for vesting in five equal installments beginning on February 13, 2009.

2. The Stock Options provided for vesting in five equal installments beginning on July 31, 2008.

3. The Stock Options provided for vesting in five equal installments beginning on August 9, 2007.

4. The Stock Options provided for vesting in five equal installments beginning on July 20, 2006.

5. The Stock Options provided for vesting in four equal installments beginning on May 25, 2006.

6. The Stock Options vest in four equal annual installments beginning on August 19, 2010.

7. The Stock Options vest in three equal annual installments beginning on August 19, 2010.

8. The disposition of Stock Options reported on this Form 4 was pursuant to the issuer's equity exchange program. For every three Stock Options that were cancelled, the reporting person was granted one new Stock Option with a base price equal to the closing price of the issuer's Class A Common Stock on August 19, 2009.

	/s/ Richard J. Oelhafen, Jr., by power of attorney	08/20/2009
	** 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 4(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.

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