| 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 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/02/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 02/02/2017 | M(1) | 563 | A | $86.34 | 2,591,329 | D | |||
| Common Stock | 02/02/2017 | M(2) | 402 | A | $86.34 | 2,591,731 | D | |||
| Common Stock | 02/02/2017 | F(1) | 563 | D | $86.34 | 2,591,168 | D | |||
| Common Stock | 02/02/2017 | F(2) | 402 | D | $86.34 | 2,590,766 | D | |||
| Common Stock | 02/02/2017 | F(3) | 335 | D | $86.34 | 2,590,431 | D | |||
| Common Stock | 02/02/2017 | F(4) | 394 | D | $86.34 | 2,590,037 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| 2015 Restricted Stock Units | $0.0(1) | 02/02/2017 | M(1) | 563 | 02/15/2018 | 02/15/2018 | Common Stock | 563 | $0 | 38,214 | D | ||||
| 2016 Restricted Stock Units | $0.0(2) | 02/02/2017 | M(2) | 402 | 02/15/2019 | 02/15/2019 | Common Stock | 402 | $0 | 27,607 | D | ||||
| 2017 Restricted Stock Units | $0.0(5) | 02/02/2017 | A | 20,675 | 02/15/2020 | 02/15/2020 | Common Stock | 20,675 | $0 | 20,675 | D | ||||
| Stock Options | $86.34 | 02/02/2017 | A | 81,486 | 02/15/2020 | 02/02/2027 | Common Stock | 81,486 | $0 | 81,486 | D | ||||
| Explanation of Responses: |
| 1. Represents the automatic withholding of restricted stock units granted in January 2015 which settled in cash based on fair market value on February 2, 2017, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement. |
| 2. Represents the automatic withholding of restricted stock units granted in February 2016 which settled in cash based on fair market value on February 2, 2017, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement. |
| 3. Represents shares automatically withheld in connection with restricted stock units granted in January 2015 with respect to which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement. |
| 4. Represents shares automatically withheld in connection with restricted stock units granted in February 2016 with respect to which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement. |
| 5. Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date. |
| Remarks: |
| Cleo Belmonte (POA on file) | 02/06/2017 | |
| ** 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. | ||