0001225208-12-002911.txt : 20120202 0001225208-12-002911.hdr.sgml : 20120202 20120202171931 ACCESSION NUMBER: 0001225208-12-002911 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120131 FILED AS OF DATE: 20120202 DATE AS OF CHANGE: 20120202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FINANCIAL CORP CENTRAL INDEX KEY: 0000927628 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541719854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037201000 MAIL ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: OAKSTONE FINANCIAL CORP DATE OF NAME CHANGE: 19940728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHNALL PETER A CENTRAL INDEX KEY: 0001238041 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13300 FILM NUMBER: 12566814 BUSINESS ADDRESS: STREET 1: CAPITAL ONE FINANICAL CORP STREET 2: 1680 CAPITAL ONE DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037201000 MAIL ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 4 1 doc4.xml X0304 4 2012-01-31 0000927628 CAPITAL ONE FINANCIAL CORP COF 0001238041 SCHNALL PETER A 1680 CAPITAL ONE DRIVE MCLEAN VA 22102 1 Chief Risk Officer Common Stock 2012-01-31 4 M 0 31707.0000 0.0000 A 184073.0000 D Common Stock 2012-01-31 4 A 0 25219.0000 0.0000 A 209292.0000 D Common Stock 2012-01-31 4 F 0 13381.0000 45.7500 D 195911.0000 D 2009 Performance Share Units 0.0000 2012-01-31 4 M 0 31707.0000 0.0000 D 2012-03-15 Common Stock 31707.0000 0.0000 D Performance Share Units 0.0000 2012-01-31 4 A 0 30264.0000 0.0000 A 2015-03-15 Common Stock 30264.0000 30264.0000 D Restricted Stock Units 0.0000 2012-01-31 4 A 0 27237.0000 0.0000 A Common Stock 27237.0000 23237.0000 D Restricted Stock Units 0.0000 2012-01-31 4 A 0 15591.0000 0.0000 A 2012-12-15 2012-12-15 Common Stock 15591.0000 15591.0000 D Stock Options 45.7500 2012-01-31 4 A 0 42196.0000 0.0000 A 2022-01-30 Common Stock 42196.0000 42196.0000 D These performance shares for the January 29, 2009 grant were settled at the end of a three-year performance period based on the Company's total shareholder return as compared to the total shareholder return of a peer group of companies. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant. The restricted stock will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter. These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares for the January 29, 2009 grant. This is authorized in the performance share award agreement. These performance share units for the January 29, 2009 grant were settled at the end of a three-year performance period based on the Company's total shareholder return as compared to the total shareholder return of a peer group of companies. These performance share units will settle at the end of a three-year performance period (January 1, 2012 to December 31, 2014) based on the Company's relative Adjusted ROA against a peer group of companies. The number of shares reported represents 200% of the target amount. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement. Each restricted stock unit will be settled in cash based on the fair market value of the underlying shares of the Company's common stock over the twenty trading days preceding the vesting date. These restricted stock units will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter. This option becomes exercisable in 1/3 increments beginning on February 10, 2013 and annually thereafter. Gregory W. Seward (POA on file) 2012-02-02