SEC FORM 4

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^*

FINNERAN JOHN G JR

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Gen. Counsel & Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	01/26/2011		M		42,560	A	$0.0000	220,864	D
Common Stock⁽²⁾	01/26/2011		A		26,899	A	$0.0000	247,763	D
Common Stock⁽³⁾	01/26/2011		A		22,681	A	$0.0000	270,444	D
Common Stock	01/26/2011		F⁽⁴⁾		10,411	D	$48.28	260,033	D
Common Stock	01/26/2011		F⁽⁵⁾		31,882	D	$48.28	228,151	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2007 Performance Share Units	$0.0000⁽⁶⁾	01/26/2011		M			42,560	⁽⁶⁾	⁽⁶⁾	Common Stock	42,560	$0.0000	0.0000	D
Performance Share Units	$0.0000⁽⁷⁾	01/26/2011		A		14,516		⁽⁷⁾	⁽⁷⁾	Common Stock	14,516	$0.0000	14,516	D
Restricted Stock Units	$0.0000⁽⁸⁾	01/26/2011		A		23,815		⁽⁹⁾	⁽⁹⁾	Common Stock	23,815	$0.0000	23,815	D
Restricted Stock Units	$0.0000⁽⁸⁾	01/26/2011		A		18,155		12/15/2011	12/15/2011	Common Stock	18,155	$0.0000	18,155	D
Stock Options	$48.28	01/26/2011		A		56,624		⁽¹⁰⁾	01/25/2021	Common Stock	56,624	$0.0000	56,624	D

Explanation of Responses:

1. These performance shares for the December 10, 2007 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.

2. The performance shares for the December 10, 2007 grant were reported at 100% target. These shares represent the number of additional shares paid out based on actual performance plus the dividend shares accrued under the same grant.

3. This restricted stock will vest in 1/3 increments beginning on January 26, 2012 and annually thereafter.

4. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation on the above restricted stock grant, as a result of the reporting person's eligibility for retirement. This is authorized in the applicable grant agreement.

5. These shares are automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares for the December 10, 2007 grant. This is authorized in the performance share award agreement.

6. These performance share units for the December 10, 2007 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.

7. These performance shares are settled at the end of a three-year performance period (January 1, 2011 to December 31, 2013) based on the Company's relative and absolute cash return on average tangible assets against a peer group of companies. The number of shares reported represents 200% of the target award amount. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.

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 twenty trading days preceding the vesting date.

9. These restricted stock units will vest in 1/3 increments beginning on January 26, 2012 and annually thereafter.

10. This option becomes exercisable in 1/3 increments beginning on January 26, 2012 and annually thereafter.

	Gregory W. Seward (POA on file)	01/28/2011
	** 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).
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