CAPITAL ONE FINANCIAL CORP — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAPITAL ONE FINANCIAL CORP (COF)
CIK: 0000927628
Period of Report: 2012-01-31

Reporting Person: Berson Jory A (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	31400.0000	$0.0000	Acquired	107877.0000	Direct
2012-01-31	Common Stock	A	22514.0000	$0.0000	Acquired	130391.0000	Direct
2012-01-31	Common Stock	F	13251.0000	$45.7500	Disposed	117140.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	2009 Performance Share Units	$0.0000	M	31400.0000	Disposed	2012-03-15	Common Stock (31400.0000)	Direct
2012-01-31	Performance Share Units	$0.0000	A	27018.0000	Acquired	2015-03-15	Common Stock (27018.0000)	Direct
2012-01-31	Restricted Stock Units	$0.0000	A	24315.0000	Acquired		Common Stock (24315.0000)	Direct
2012-01-31	Restricted Stock Units	$0.0000	A	13509.0000	Acquired	2012-12-15	Common Stock (13509.0000)	Direct
2012-01-31	Stock Options	$45.7500	A	37670.0000	Acquired	2022-01-30	Common Stock (37670.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6292.0000	Indirect

Footnotes

F1: 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.

F2: This restricted stock will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: These restricted stock units will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter.

F8: This option becomes exercisable in 1/3 increments beginning on February 10, 2013 and annually thereafter.