SEC Form 4
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*
FAIRBANK RICHARD D
(Last) (First) (Middle)
1680 CAPITAL ONE DRIVE
(Street)
MCLEAN VA 22102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2022
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
Common Stock 02/03/2022 M(1) 276 A $148.29 3,759,129 D
Common Stock 02/03/2022 M(1) 186 A $148.29 3,759,315 D
Common Stock 02/03/2022 M(2) 193 A $148.29 3,759,508 D
Common Stock 02/03/2022 M(2) 169 A $148.29 3,759,677 D
Common Stock 02/03/2022 F(1) 276 D $148.29 3,759,401 D
Common Stock 02/03/2022 F(1) 186 D $148.29 3,759,215 D
Common Stock 02/03/2022 F(2) 193 D $148.29 3,759,022 D
Common Stock 02/03/2022 F(2) 169 D $148.29 3,758,853 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 (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
2020 Restricted Stock Units(3) $0.0(1) 02/03/2022 M(1) 276 02/15/2023 02/15/2023 Common Stock 276 $0 19,087 D
Restricted Stock Units(4) $0.0(1) 02/03/2022 M(1) 186 02/15/2023 02/15/2023 Common Stock 186 $0 16,757 D
2021 Restricted Stock Units(5) $0.0(2) 02/03/2022 M(2) 193 02/15/2024 02/15/2024 Common Stock 193 $0 17,560 D
Restricted Stock Units(6) $0.0(2) 02/03/2022 M(2) 169 02/15/2024 02/15/2024 Common Stock 169 $0 15,365 D
2022 Restricted Stock Units(7) $0.0(8) 02/03/2022 A 20,231 02/15/2025 02/15/2025 Common Stock 20,231 $0 20,231 D
Restricted Stock Units(9) $0.0(8) 02/03/2022 A 16,859 02/15/2025 02/15/2025 Common Stock 16,859 $0 16,859 D
Explanation of Responses:
1. Represents the automatic withholding of restricted stock units granted in January 2020 which settled in cash based on fair market value on February 3, 2022, 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 2021 which settled in cash based on fair market value on February 3, 2022, 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 restricted stock units granted on January 30, 2020 for performance year 2019.
4. Represents restricted stock units granted on January 30, 2020 for performance year 2020.
5. Represents restricted stock units granted on February 4, 2021 for performance year 2020.
6. Represents restricted stock units granted on February 4, 2021 for performance year 2021.
7. Represents restricted stock units granted on February 3, 2022 for performance year 2021.
8. 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.
9. Represents restricted stock units granted on February 3, 2022 for performance year 2022.
Remarks:
/s/ Cleo Belmonte (POA on file) 02/07/2022
** 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.
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