Sec Form 4 Filing - KELLEHER PATRICK BRIAN @ GENWORTH FINANCIAL INC - 2013-11-01

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

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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1. Name and Address of Reporting Person KELLEHER PATRICK BRIAN 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) EVP - Genworth (Last) (First) (Middle) C/O GENWORTH FINANCIAL, INC., 6620 WEST BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2013 (Street) RICHMOND, VA23230 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 11/01/2013 M 166,666 A $ 7.8 252,242 D Class A Common Stock 11/01/2013 D 89,470 D $ 14.53 162,772 D Class A Common Stock 11/01/2013 F 36,824 D $ 14.53 125,948 D Class A Common Stock 11/01/2013 M 33,334 A $ 5.13 159,282 D Class A Common Stock 11/01/2013 D 11,769 D $ 14.53 147,513 D Class A Common Stock 11/01/2013 F 10,287 D $ 14.53 137,226 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Settled SARs $ 7.8 11/01/2013 M 166,666 08/19/2013 08/19/2019 Class A Common Stock 166,666 $ 0 0 D Stock Settled SARs $ 5.13 11/01/2013 M 33,334 06/01/2013 06/01/2022 Class A Common Stock 33,334 $ 0 66,666 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLEHER PATRICK BRIAN C/O GENWORTH FINANCIAL, INC. 6620 WEST BROAD STREET RICHMOND, VA23230 EVP - Genworth Signatures /s/ Christine A. Ness, by power of attorney 11/05/2013 Signature of Reporting Person Date

Explanation of Responses:

Remarks: The net shares received by the reporting person for the exercise of stock settled stock appreciation rights are subject to the issuer's 9-month holding period policy.

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).

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